AGREEMENT AND RELEASE


               This Agreement and Release is made by and among First Commonwealth
Corporation, a Virginia Corporation (hereinafter the "Company"), United Trust Group, Inc.,
an Illinois Corporation ("UTG"), First Southern Bancorp, Inc., a Kentucky Corporation
("FSB"), and James E. Melville, an individual ("Melville").

               W I T N E S S E T H :

               WHEREAS, the Company and Melville entered into an Employment Agreement dated
July 31, 1997 (the "Employment Agreement"); and

               WHEREAS, the Board of Directors of the Company has voted to terminate
Melville=s employment in accordance with the terms of the Employment Agreement; and

               WHEREAS, the parties desire to resolve all issues and possible claims that the
parties have or might have; and

               WHEREAS, each party acknowledges that he or it has carefully considered this
Agreement and Release and knowingly and voluntarily agrees to its terms.

               NOW THEREFORE, in consideration of the foregoing premises and the terms stated
herein, it is mutually agreed between the parties as follows:

        1.     Resignation.  Effective at the closing of the transactions contemplated by the
Purchase Agreement (as defined in Section 3.A below), Melville will resign from the Board of
Directors of the Company, the Board of Directors of UTG and the Boards of Directors of all
entities affiliated with the Company and UTG in which he serves as a director.

        2.     Consideration.  As specific consideration for the release and waiver made by
Melville contained in Section 3.A of this Agreement and Release and the covenants and
promises made by Melville herein, the Company or one of its affiliates shall pay to
Melville, upon the parties execution and delivery of this Agreement and Release and the
satisfaction of the conditions set forth in Section 7 hereof, $185,000.

        3.     Release.

               A.     Melville, for himself and his heirs, estate, personal representatives,
executors, administrators, insurers, attorneys, successors and assigns, does hereby waive,
release and forever discharge the Company, UTG or their subsidiaries and affiliates, their
successors, assigns, present and former agents, representatives, managers, employees,
officers, shareholders, principals, partners, investors, insurers, attorneys, directors and
trustees, from any and all causes of action, claims, complaints, charges, demands, suits,
damages, sums of money and/or judgments (hereinafter "damages") arising at any time prior to
and through the date of the execution of this Agreement and Release which might have been
asserted against them by Melville, or on his behalf, including, but not limited to, any
damages which may have been asserted by or on behalf of Melville relating to his employment
by the Company or the termination of his employment, including without limitation lost

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