Agreement and Plan of Reorganization

                                 by and between

                            United Trust Group, Inc.

                                      and

                         First Commonwealth Corporation







                            Dated as of June 5, 2001






                      AGREEMENT AND PLAN OF REORGANIZATION


THIS AGREEMENT AND PLAN OF REORGANIZATION (the  "Agreement")  is made and
entered  into as of June 5, 2001 by and between  United Trust  Group,  Inc.,  an
Illinois  corporation  ("UTG"),  and FIRST  COMMONWEALTH  CORPORATION,  a
Virginia corporation  ("FCC") (UTG and FCC shall sometimes be referred to
herein    individually   as   a   "Party"   and   collectively   as   the
"Parties").
                                    RECITALS

WHEREAS,  as of the  date of this  Agreement,  UTG  owns  more  than  80% of the
outstanding  shares of common  stock of FCC, and the Boards of Directors of each
of UTG and FCC  believe  it is in the best  interests  of each  company  and its
respective   shareholders   for  FCC  to   merge   with   and   into   UTG  (the
"Merger"),  pursuant to which each share of common  stock of FCC ("FCC
Common  Stock")  issued and outstanding  immediately  prior to the Effective
Time (as defined  below) will be converted  into the right to receive the Merger
Consideration  (as defined below),  subject to certain  exceptions  described in
this Agreement.

NOW, THEREFORE,  in consideration of the mutual agreements,  covenants and other
promises set forth herein,  the mutual  benefits to be gained by the performance
thereof,  and for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby  acknowledged  and accepted,  the Parties hereby
agree as follows:

                                   ARTICLE I
                               THE REORGANIZATION

Section 1.01 The  Merger.  At the Effective  Time and subject to and upon
the  terms  and  conditions  of this  Agreement  (including  the Plan of  Merger
contemplated  by Section  1.02) and the  applicable  provisions  of the Illinois
Business  Corporation  Act  ("IBCA")  and the Virginia Stock  Corporation
Act  ("VSCA"),  FCC  shall be  merged  with and into  UTG,  the  separate
corporate  existence of FCC shall cease and UTG shall  continue as the surviving
corporation.  The  corporation  surviving  the Merger is  sometimes  referred to
hereinafter as the  "Surviving  Corporation."  Section 1.02  Effective
Time.  Unless this Agreement is earlier terminated pursuant to Section 6.01,
the closing of the Merger (the  "Closing")  will take place no later than
five (5) business days  following  satisfaction  or waiver of the conditions set
forth in Article V hereof,  at the offices of Wyatt,  Tarrant &  Combs, LLP,
2800 PNC Plaza,  Louisville,  Kentucky,  unless  another  time  and/or  place is
mutually  agreed upon in writing by FCC and UTG. The date upon which the Closing
actually occurs shall be referred to herein as the "Closing Date." On the
Closing Date, the Parties shall cause the Merger to be consummated by filing the
Plan of  Merger,  in the form  attached  hereto  as  Exhibit  A and being
executed by the Parties simultaneously with the execution hereof,  together with
articles of merger,  with the  Virginia  State  Corporation  Commission  and the
Illinois  Secretary of State (the "Plan of  Merger"),  in accordance with
the applicable provisions of the VSCA and the IBCA (the time at which the Merger
has  become  effective  under both the VSCA and the IBCA after the filing of the
Plan of Merger  and  articles  of merger  with the  Virginia  State  Corporation
Commission  and the  Illinois  Secretary of State shall be referred to herein as
the "Effective  Time").  Section 1.03 Effect of the Merger. At the
Effective  Time, the effect of the Merger shall be as provided in the applicable
provisions of the IBCA, the VSCA, the Plan of Merger and this Agreement. Without
limiting the generality of the foregoing,  and subject thereto, at the Effective
Time, all the property, rights,  privileges,  powers and franchises of FCC shall
vest in the Surviving Corporation,  and all debts, liabilities and duties of FCC
shall become the debts, liabilities and duties of the Surviving Corporation.  At
the Effective Time, the separate corporate existence of FCC shall cease.
Section 1.04   Certificate of Incorporation and Bylaws.

     (a)  The articles of incorporation of UTG, as in effect  immediately  prior
          to the Effective Time,  shall be the articles of  incorporation of the
          Surviving  Corporation at the Effective Time until thereafter  amended
          in accordance  with applicable law and as provided in such articles of

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