DEF 14A 1 0001.htm PROXY MATERIALS UTG DEF 14A

UNITED TRUST GROUP, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on Tuesday, June 5, 2001

To the Shareholders of:

UNITED TRUST GROUP, INC.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of United Trust Group Inc., (“UTG”), will be held on Tuesday, June 5, 2001 at 10:00 a.m. at the Corporate headquarters, 5250 South Sixth Street Road, Springfield, Illinois 62703 for the following purposes:

    1.  To elect  eleven  directors  of UTG to serve  for one year and  until  their  successors  are
        elected and qualified; and

    2.  To consider and act upon such other business as may properly be brought before the meeting.

The Board of Directors has fixed the close of business on April 13, 2001 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting, you are urged to mark, date and sign the enclosed proxy and return it promptly so that your vote can be recorded. If you are present at the meeting and desire to do so, you may revoke your proxy and vote in person.

BY ORDER OF THE BOARD OF DIRECTORS

UNITED TRUST GROUP, INC.

Theodore C. Miller, Secretary

Dated: May 7, 2001
Springfield, Illinois

YOUR VOTE IS IMPORTANT!

PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.

PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS OF
UNITED TRUST GROUP, INC.

GENERAL INFORMATION REGARDING SOLICITATION

The Annual Meeting of the Shareholders of United Trust Group, Inc. ("UTG") will be held on on Tuesday, June 5, 2001 at 10:00 a.m. at the Corporate headquarters, 5250 South Sixth Street Road, Springfield, Illinois 62703.

This proxy statement is being sent to each holder of record of the issued and outstanding shares of Common Stock of UTG, no par value (the “Common Stock”), as of April 13, 2001, in order to furnish to each shareholder information relating to the business to be transacted at the meeting.

This proxy statement and the enclosed proxy are being mailed to shareholders of UTG on or about May 7, 2001. The Annual Report has been mailed under separate cover. UTG will bear the cost of soliciting proxies from its shareholders. UTG may reimburse brokers and other persons for their reasonable expenses in forwarding proxy materials to the beneficial owners of UTG’s stock. Solicitations may be made by telephone, telegram or by personal calls, and it is anticipated that such solicitations will consist primarily of requests to brokerage houses, custodians, nominees, and fiduciaries to forward the soliciting material to the beneficial owners of shares held of record by such persons. If necessary, officers and regular employees of UTG may by telephone, telegram or personal interview request the return of proxies.

VOTING

The enclosed proxy is solicited by and on behalf of the Board of Directors. If you are unable to attend the meeting on Tuesday, June 5, 2001, please complete the enclosed proxy and return it to us in the accompanying envelope so that your shares will be represented.

When the enclosed proxy is duly executed and returned in advance of the meeting, and is not revoked, the shares represented thereby will be voted in accordance with the authority contained therein. Any shareholder giving a proxy may revoke it at any time before it is voted by delivering to the Secretary of UTG a written notice of revocation or a duly executed proxy bearing a later date, or by attending the meeting and voting in person. If a proxy fails to specify how it is to be voted, it will be voted “FOR” Proposal 1.

Inspectors of election will be appointed to tabulate the number of shares of Common Stock represented at the meeting in person or by proxy, to determine whether or not a quorum is present and to count all votes cast at the meeting. The inspectors of election will treat abstentions and broker non-votes as shares that are present and entitled to vote for purposes of determining the presence of a quorum. With respect to the tabulation of votes cast on a specific proposal presented to the shareholders at the meeting, abstentions will be considered as present and entitled to vote with respect to that specific proposal, whereas broker non-votes will not be considered as present and entitled to vote with respect to that specific proposal.

AFFILIATE COMPANIES

UTG is the ultimate parent company in an insurance holding company system. The following is the current organizational chart for the companies that are members of UTG’s insurance holding company system and affiliates of UTG, and the acronyms that will be used herein to reference the companies:

Organizational Chart

For purposes of this proxy statement, the term “affiliate life insurance companies” shall mean UG, APPL and ABE, and the term “non-insurance affiliate companies” shall mean the affiliated companies other than UG, APPL and ABE.

The companies hereinafter are sometimes collectively referred to as the “Affiliate Companies”.

This proxy at times will refer to UTG's largest shareholder, First Southern Funding LLC, a Kentucky corporation, ("FSF"). Mr. Jesse T. Correll is the majority shareholder of FSF, which is an affiliate of First Southern Bancorp, Inc., a bank holding company that operates out of 14 locations in central Kentucky. Mr. Correll is a Chairman of the Board of Directors of UTG and is currently UTG's largest shareholder through his ownership control of FSF. (see "PRINCIPAL HOLDERS OF SECURITIES")

VOTING SECURITIES OUTSTANDING

April 13, 2001 has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the annual meeting or any adjournments or postponements thereof. On that date, UTG had outstanding 3,582,135 shares of common stock, no par value. No other voting securities of UTG are outstanding. The holders of such shares are entitled to one vote per share. There are no cumulative voting rights. The affirmative vote of the holders of a majority of the shares of Common Stock represented in person or by proxy at the annual meeting is required to approve each matter to be voted on at such meeting.

PRINCIPAL HOLDERS OF SECURITIES

The following tabulation sets forth the name and address of the entity known to be the beneficial owners of more than 5% of UTG’s Common Stock and shows: (i) the total number of shares of Common Stock beneficially owned by such person as of the record date, and the nature of such ownership; and (ii)) the percent of the issued and outstanding shares of stock so owned, and granted stock options available as of the same date.

  Title                                               Number of Shares                 Percent
   Of          Name and Address                         and Nature of                    of
  Class        of Beneficial Owner                  Beneficial Ownership              Class (1)
  -----        -------------------                  --------------------              ---------

Common         First Southern Funding, LLC              2,119,921 (2)                    59.2%
Stock no       99 Lancaster Street
Par value      P.O. Box 328
               Stanford, KY  40484

(1) The percentage of outstanding shares is based on 3,582,135 shares of Common Stock outstanding.

(2) First Southern Funding LLC ("FSF") owns 1,130,747 shares of Common Stock directly. The
aforementioned amount does not include additional shares of Common Stock that may be acquired
under a stock option agreement. Beneficial ownership of up to 51% of the outstanding Common
Stock can be acquired under the Option Agreement. As of December 31, 2000, FSF could acquire a
total of 19,108 additional shares of Common Stock under the Option Agreement. Includes: (i)
353,044 shares of Common Stock owned by First Southern Bancorp, Inc. ("FSBI"). (ii) 112,704
shares of Common Stock owned by Mr. Jesse T. Correll directly. 150,545 shares of Common Stock
held by Dyscim Holding Co., Inc., a Kentucky corporation all of the outstanding shares of which
are owned by Mr. Correll. 72,750 shares of Common Stock held by WCorrell Limited Partnership
in which Mr. Correll serves as managing general partner and, as such, has sole voting and
dispositive power over the shares of Common Stock held by it; (iii) 183,033 shares of Common
Stock owned by First Southern Capital Corp., LLC; (iv) 98,523 shares of Common Stock held by
Cumberland Lake Shell, Inc., all of the outstanding voting shares of which are owned jointly by
Ward F. Correll and his wife. As a result Ward F. Correll may be deemed to share the voting and
dispositive power over these shares; (v) 18,575 shares of Common Stock owned by First Southern
Investments, LLC.

SECURITY OWNERSHIP OF MANAGEMENT OF UTG

The following tabulation shows with respect to each of the directors and nominees of UTG, with respect to UTG’s chief executive officer and each of UTG’s executive officers whose salary plus bonus exceeded $100,000 for fiscal 2000, and with respect to all executive officers and directors of UTG as a group: (i) the total number of shares of all classes of stock of UTG or any of its parents or subsidiaries, beneficially owned as of the record date and the nature of such ownership; and (ii) the percent of the issued and outstanding shares of stock so owned, and granted stock options available as of the same date.

Title Directors, Named Executive Number of Shares Percent
of Officers, & All Directors & and Nature of of
Class Executive Officers as a Group Ownership Class (1)
----- ----------------------------- --------- ---------

FCC's John S. Albin 0 *
Common Randall L. Attkisson 0 (3) *
Stock, $1.00 John W. Collins 0 *
par value Jesse T. Correll 1,217 (2) 2.2%
Ward F. Correll 0 *
Luther C. Miller 0 *
Theodore C. Miller 15 *
Millard V. Oakley 0 *
Robert V. O'Keefe 0 *
Robert W. Teater 0 *
Brad M. Wilson 0 *
All directors and executive officers 1,232 2.3%
as a group (eleven in number)

UTG's John S. Albin 10,503 (4) *
Common Randall L. Attkisson 0 (3) *
Stock, no John W. Collins 0 *
par value Jesse T. Correll 2,021,398 (2) 56.4%
Ward F. Correll 98,523 (5) 2.8%
Luther C. Miller 0 *
Theodore C. Miller 0 *
Millard V. Oakley 16,471 *
Robert V. O'Keefe 300 (6) *
Robert W. Teater 7,380 (7) *
Brad M. Wilson 0 *
All directors and executive officers
as a group (eleven in number) 2,154,575 60.1%

(1) The percentage of outstanding shares for FCC is based on 54,414 shares of Common Stock
outstanding. The percentage of outstanding shares for UTG is based on 3,582,135 shares of
Common Stock outstanding.

(2) Jesse T. Correll owns 112,704 shares of UTG stock individually. In addition, Mr. Correll is a
director and officer of First Southern Funding, LLC & Affiliates which owns 1,908,694 shares of
UTG and 1,217 shares of FCC's common stock. (See Principal Holders of Securities).

(3) Randall L. Attkisson is an associate and business partner of Mr. Jesse T. Correll and holds
minority ownership positions in certain of the companies listed as owning UTG and FCC Common
Stock including First Southern Funding LLC and First Southern Bancorp, Inc. Ownership of these
shares is reflected in the ownership of Jesse T. Correll.

(4) Includes 392 shares owned directly by Mr. Albin's spouse.

(5) Cumberland Lake Shell, Inc. owns 98,523 shares of UTG Common Stock, all of the outstanding
voting shares of which are owned by Ward F. Correll and his wife. As a result Ward F. Correll
may be deemed to share the voting and dispositive power over these shares. Ward F. Correll is
the father of Jesse T. Correll. There are 72,750 shares of UTG Common Stock owned by WCorrell
Limited Partnership in which Jesse T. Correll serves as managing general partner and, as such,
has sole voting and dispositive power over the shares of Common Stock held by it. The
aforementioned 72,750 shares are deemed to be beneficially owned by and listed under Jesse T.
Correll in this section.

(6) All 300 shares are owned directly by Mr. O'Keefe's spouse.

(7) Includes 210 shares owned directly by Mr. Teater's spouse.

* Less than 1%.

Except as indicated above, the foregoing persons hold sole voting and investment power.

Directors and officers of UTG file periodic reports regarding ownership of Company securities with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934 as amended, and the rules promulgated thereunder.

RECENT EVENTS

On April 11, 2001, United Trust Group, Inc. entered into two Assignment and Assumption Agreements with First Southern Bancorp, Inc. Pursuant to those agreements, First Southern Bancorp, Inc. assigned its rights and obligations, and United Trust Group, Inc. assumed such rights and obligations, under (i) the Common Stock Purchase Agreement, dated as of February 13, 2001, among First Southern Bancorp, Inc. and James E. Melville and family (the "Melville Purchase Agreement"), pursuant to which First Southern Bancorp, Inc. agreed to purchase 22,500 shares of United Trust Group, Inc. common stock and 544 shares of First Commonwealth Corporation common stock for purchase price of $8.00 per share and $200.00 per share, respectively, and (ii) the Common Stock Purchase Agreement, dated as of February 13, 2001, among First Southern Bancorp, Inc. and Larry E. Ryherd and family (the "Ryherd Purchase Agreement"), pursuant to which First Southern Bancorp, Inc. agreed to purchase 563,215 shares of United Trust Group, Inc. common stock for a purchase price of $8.00 per share. The Board of Directors of United Trust Group, Inc. approved United Trust Group, Inc.'s assumption of First Southern Bancorp, Inc.'s rights and obligations in the two stock purchase agreements at its meeting on March 28, 2001.

On April 12, 2001, United Trust Group, Inc. completed the purchase of 22,500 shares of United Trust Group, Inc. common stock and 544 shares of First Commonwealth Corporation common stock from James E. Melville and family pursuant to the Melville Purchase Agreement in exchange for five year promissory notes of United Trust Group, Inc. in the aggregate principal amount of $288,800. On April 12, 2001, United Trust Group, Inc. also completed the purchase from another family member of Mr. Melville of an additional 100 shares of United Trust Group, Inc. for a total cash payment of $800. The purchase for cash by United Trust Group, Inc. of an additional 39 shares of First Commonwealth Corporation common stock owned by Mr. Melville at a purchase price of $200.00 per share is currently pending. Mr. Melville was a former director of United Trust Group, Inc., First Commonwealth Corporation and the three insurance subsidiaries of United Trust Group, Inc.; he resigned from those boards on February 13, 2001.

On April 12, 2001, United Trust Group, Inc. also completed the purchase of 559,440 shares of United Trust Group, Inc. common stock from Larry E. Ryherd and family pursuant to the Ryherd Purchase Agreement for cash payments totaling $948,026 and a five year promissory note of United Trust Group, Inc. in the principal amount of $3,527,494. The purchase by United Trust Group, Inc. of the remaining 3,775 shares of United Trust Group, Inc. common stock to be purchased for cash at $8.00 per share pursuant to the Ryherd Purchase Agreement along with an additional 570 shares from certain parties to the Ryherd Purchase Agreement is currently pending. The promissory notes of United Trust Group, Inc. received by certain of the sellers pursuant to the Melville Purchase Agreement and the Ryherd Purchase Agreement will bear interest at a rate of 7% per annum (paid quarterly) with payments of principal to made in five equal annual installments, the first such payment of principal to be due on the first anniversary of the closing.

On April 12, 2001, United Trust Group, Inc. also purchased in a separate transaction 10,891 shares of United Trust Group, Inc. common stock from Robert E. Cook at a price of $8.00 per share. At the closing, Mr. Cook received $17,426 in cash and a five year promissory note of United Trust Group, Inc. (substantially similar to the promissory notes issued pursuant to the Melville and Ryherd Purchase Agreements described above) in the principal amount of $69,702. Mr. Cook was a director of United Trust Group, Inc. and First Commonwealth Corporation who resigned his position on January 8, 2001.

Upon completion of all of the repurchases of United Trust Group, Inc. common stock described above and the cancellation of those shares, United Trust Group, Inc.'s outstanding common stock will ultimately be decreased from 4,175,066 shares outstanding prior to any of such repurchases to 3,577,790 shares. Mr. Jesse T. Correll and related parties, including First Southern Bancorp, Inc., will after completion of all of the repurchases of United Trust Group, Inc. common stock described above own approximately in excess of 59% of the outstanding shares of United Trust Group, Inc. common stock. Mr. Correll is the Chairman and CEO of United Trust Group, Inc., First Commonwealth Corporation and the three insurance subsidiaries of United Trust Group, Inc.

THE BOARD OF DIRECTORS

In accordance with the laws of Illinois and the Certificate of Incorporation and Bylaws of UTG, as amended, UTG is managed by its executive officers under the direction of the Board of Directors. The Board elects executive officers, evaluates their performance, works with management in establishing business objectives and considers other fundamental corporate matters, such as the issuance of stock or other securities, the purchase or sale of a business and other significant corporate business transactions. In the fiscal year ended December 31, 2000, the Board met 5 times. All directors attended at least 75% of all meetings of the board.

The Board of Directors has an Audit Committee consisting of Messrs. Albin, Collins, and Teater. The Audit Committee performs such duties as outlined in the Company’s Audit Committee Charter. The Audit Committee reviews and acts or reports to the Board with respect to various auditing and accounting matters, the scope of the audit procedures and the results thereof, internal accounting and control systems of UTG, the nature of services performed for UTG and the fees to be paid to the independent auditors, the performance of UTG’s independent and internal auditors and the accounting practices of UTG. The Audit Committee also recommends to the full Board of Directors the auditors to be appointed by the Board. The Audit Committee met twice in 2000.

The compensation of UTG's executive officers is determined by the full Board of Directors (see report on Executive Compensation).

Under UTG’s Certificate of Incorporation, the Board of Directors may be comprised of between five and twenty-one directors. The Board currently has nine directors. Shareholders elect Directors to serve for a period of one-year at UTG’s Annual Shareholders’ meeting.

AUDIT COMMITTEE REPORT TO SHAREHOLDERS

In connection with the December 31, 2000 financial statements, the audit committee: (1) reviewed and discussed the audited financial statements with management; (2) discussed with the auditors the matters required by Statement on Auditing Standards No. 61; and (3) received and discussed with the auditors the matters required by Independence Standards Board Statement No.1. Based upon these reviews and discussions, the audit committee recommended to the Board of Directors on March 28, 2001, that the audited financial statements be included in the Annual Report on Form 10-K filed with the SEC.

               John S. Albin  -     Committee Chairman
               John W. Collins
               Robert W. Teater

ELECTION OF DIRECTORS

At the annual meeting of shareholders of UTG, eleven directors are to be elected, each director to hold office until the next annual meeting and until his successor is elected and qualified. Each nominee will be elected director by a majority of votes cast for such nominee. The persons named in the proxy intend to vote the proxies as designated for the nominees listed below. Should any of the nominees listed below become unable or unwilling to accept nomination or election, it is intended, in the absence of contrary specifications, that the proxies will be voted for the balance of those named and for a substituted nominee or nominees; however, the management now knows of no reason to anticipate such an occurrence. All of the nominees have consented to be named as nominees and to serve as directors if elected. Information with respect to business experience of the Board of Directors has been furnished by the respective directors or obtained from the records of UTG. The following individuals are nominees for the election of directors:

Name, Age Position with UTG, Business Experience and Other Directorships

John S. Albin 72 Director of UTG since 1984 and FCC since 1992; farmer in Douglas and Edgar
counties, Illinois, since 1951; Chairman of the Board of Longview State Bank
since 1978; President of the Longview Capitol Corporation, a bank holding
company, since 1978; Chairman of First National Bank of Ogden, Illinois, since
1987; Chairman of the State Bank of Chrisman since 1988; Director and
Secretary of Illini Community Development Corporation since 1990; Commissioner
of Illinois Student Assistance Commission since 1996.

Randall L. Attkisson 55 Director of UTG and FCC since 1999; Chief Financial Officer, Treasurer,
Director or First Southern Bancorp, Inc. since 1986; Treasurer, Director of
First Southern Funding, Inc. since 1992; Director of The River Foundation,
Inc. since 1990; Treasurer, Director of Somerset Holdings, Inc. since 1987;
President of Randall L. Attkisson & Associates from 1982 to 1986; Commissioner
of Kentucky Department of Banking & Securities from 1980 to 1982;
Self-employed Banking Consultant in Miami, FL from 1978 to 1980.

John W. Collins 74 Director of UTG since 2000; Director of FCC and certain affiliate companies
since 1982. Consultant and past President of Collins-Winston Group since 1976.

Jesse T. Correll 44 Chairman and CEO of UTG since 2000; Director of UTG and FCC since 1999;
Chairman, President, Director of First Southern Bancorp, Inc. since 1983;
President, Director of First Southern Funding, Inc. since 1992; President,
Director of Somerset Holdings, Inc. and Lancaster Life Reinsurance Company and
First Southern Insurance Agency since 1987; President, Director of The River
Foundation since 1990; President, Director of Dyscim Holdings Company, Inc.
since 1990; Director or Adamas Diamond Corporation since 1980; Secretary,
Director Lovemore Holding Company since 1987; President, Director of North
Plaza of Somerset since 1990; Director of St. Joseph Hospital, Lexington, KY
since 1997; Managing Partner of World Wide Minerals from 1978 to 1983.

Ward F. Correll 72 Director of UTG since 2000 and FCC since 1999; President, Director of
Tradeway, Inc. of Somerset, KY since 1973; President, Director of Cumberland
Lake Shell, Inc. of Somerset, KY since 1971; President, Director of Tradewind
Shopping Center, Inc. of Somerset, KY since 1966; Director of First Southern
Bancorp, Inc. of Stanford, KY since 1988; Director of First Southern Funding,
Inc. of Stanford, KY since 1991; Director of The River Foundation of Stanford,
KY since 1990; and Director of Somerset Holdings, Inc., Lancaster Life and
First Southern Insurance Agency of Stanford, KY since 1987.

Thomas F. Darden 46 Managing Partner of Cherokee Investment Partners LLC, and President and CEO of
Cherokee Sanford Group, Inc. an affiliated predecessor since 1983; Director of
BTI Telecom, Inc. since 1998; Director of Waste Industries, Inc. (NASDAQ-WWIN)
since 1997; Director of Winston Hotels, Inc. (NYSE - WXH) since 1994; Trustee
of Shaw University since 1993; Member of the Board of Governors of Research,
Triangle Institute since 1998; Former Chairman of the Triangle Transit
Authority, serving from 1993 to 1998 and Chairman from 1996 to 1997; Prior to
1996, twice appointed to the North Carolina Board of Transportation.

Luther C. Miller 70 Director of UTG since 2000 and FCC since 1984; Executive Vice President and
Secretary of FCC from 1984 until 1992; officer and director of certain
affiliate companies until 1992.

Millard V. Oakley 70 Director of UTG and FCC since 1999; Presently serves on Board of Directors and
Executive Committee of Thomas Nelson (NYSE - TNM), a publicly held publishing
company based in Nashville, TN; Director of First National Bank of the
Cumberlands, Livingston-Cooksville, TN; Lawyer with limited law practice since
1980; State Insurance Commissioner for State of Tennessee from 1975 to 1979;
Served as General Counsel, United States House of Representatives, Washington,
D.C., Congressional Committee on Small Business from 1971-1973; Served four
elective terms as County Attorney for Overton County, Tennessee; Elected
delegate to National Democratic Convention in 1964; Served four elective
terms in the Tennessee General Assembly from 1956 to 1964; Lawyer in
Livingston, TN from 1953 to 1971; Elected to the Tennessee Constitutional
Convention in 1952.

Robert V. O'Keefe 79 Director of UTG since 2000 and FCC since 1993; Director and Treasurer of UTG
from 1988 to 1992; Director of Cilcorp, Inc. from 1982 to 1994; Director of
Cilcorp Ventures, Inc. from 1985 to 1994; Director of Environmental Science
and Engineering Co. from 1990 to 1994.

William W. Perry 44 Owner of SES Investments, Ltd., an oil and gas investments company since 1991;
President of EGL Resources, Inc., an oil and gas operations company based in
Texas and New Mexico since 1992; President of Midland Yucca Realty, a Texas
real estate investment company since 1993; Chairman of Perry & Perry, Inc., a
Texas oil and gas consulting company since 1977; Member of the Board of
Managers of Tall City Equity Fund since 2001; President of Champion Title
Group, a Florida based consulting business since 1999; involved with, Young
Life, youth organization as a leader, Chairman of the international Committee
and National Board since 1977.

Robert W. Teater 74 Director of UTG since 1987 and FCC since 1992; member of Columbus School Board
1991-2001; Former Director, Ohio Department of Natural Resources; Founder,
Teater-Gebhardt and Associates, Inc., a comprehensive consulting firm in
natural resources development; Combat veteran and retired Major General, Ohio
Army National Guard.

Others not seeking another term:

Robert E. Cook 75 Director of UTG from 1984 until January 2001; Director of FCC from 2000 until
January 2001; President of Cook-Witter, Inc., a governmental consulting and
lobbying firm with offices in Springfield, Illinois, from 1985 until 1990. On
January 8, 2001, Mr. Robert E. Cook resigned his position as a Director for
both FCC and UTG.

James E. Melville 55 President and Chief Operating Officer from July 1997 until January
2001; Chief Financial Officer of UTG 1993-1997, Senior Executive Vice
President of UTG 1992-1997; President of certain Affiliate Companies from May
1989 until September 1991; Chief Operating Officer of FCC from 1989 until
September 1991; Chief Operating Officer of certain Affiliate Companies from
1984 until September 1991; Senior Executive Vice President of certain
affiliate companies from 1984 until 1989; Consultant to UTG from March 1992
through September 1992; President and Chief Operating Officer of certain
affiliate life insurance companies and Senior Executive Vice President of
non-insurance affiliate companies since 1992. On February 13, 2001, Mr. James
E. Melville resigned his position as a Director for both FCC and UTG.

EXECUTIVE OFFICERS OF UTG

More detailed information on the following officers of UTG appears under "Election of Directors":

Jesse T. Correll Chairman of the Board and Chief Executive Officer
Randall L. Attkisson (1) President and Chief Operating Officer

Other officers of UTG are set forth below:

Name, Age Position with UTG, Business Experience and Other Directorships

Theodore C. Miller 38 Corporate Secretary since December 2000, Senior Vice President and Chief
Financial Officer since July 1997; Vice President and Treasurer since October
1992; Vice President and Controller of certain Affiliate Companies from 1984
to 1992.

Brad M. Wilson 49 Chief Administrative Officer since December 2000, Senior Vice President and
Chief Information Officer since 1992.

(1) A special joint meeting of the Boards of Directors of United Trust Group, Inc. and its
subsidiaries was held January 8, 2001, at which the termination of the employment agreement between
First Commonwealth Corporation and James E. Melville, dated July 31, 1997, and the termination of
James E. Melville as an officer or agent of United Trust Group, Inc. and all of its subsidiaries
including the office of President with First Commonwealth Corporation were approved by the Boards
of Directors of each of the companies. At this same meeting, the Boards of Directors of each
company approved the appointment of Randall L. Attkisson to fill all positions previously held by
Mr. Melville.

Mr. Attkisson is a member of the Board of Directors and Chief Financial Officer of First Southern
Funding, LLC and First Southern Bancorp, Inc., an affiliate of First Southern Funding, LLC. First
Southern Bancorp, Inc. owns First Southern National Bank, which operates out of 14 locations in
central Kentucky. First Southern Funding, LLC and its affiliates are United Trust Group, Inc.'s
largest shareholder.

EXECUTIVE COMPENSATION

The following table sets forth certain information regarding compensation paid to or earned by UTG’s Chief Executive Officer and each of the Executive Officers of UTG whose salary plus bonus exceeded $100,000 during each of UTG’s last three fiscal years: Compensation for services provided by the named executive officers to UTG and its affiliates is paid by FCC (See Employment Contracts for Mssrs. Melville and Ryherd)

                                            Annual Compensation

                                                                             Other Annual
Name and                                                                   Compensation (1)
Principal Position                       Salary ($)          Bonus ($)            ($)

Jesse T. Correll (2)         2000             -                 -                 -
Chairman of the Board
Chief Executive Officer

Brad M. Wilson               2000           157,500         3,227                 3,150
Senior Vice President        1999           147,700         3,000                 6,815
Chief Information Officer    1998           139,000         2,900                 6,506

James E. Melville (4)        2000           238,200             -                     -
Former President, Chief      1999           238,200             -                33,084
Operating Officer            1998           238,200             -                31,956

Larry E. Ryherd (3)          2000           400,000             -                     -
Former Chairman of the Board 1999           400,000             -                21,230
Chief Executive Officer      1998           400,000             -                20,373

(1) Other  annual  compensation  consists of interest  earned on  deferred  compensation  amounts
    pursuant to employment  agreements  and UTG's  matching  contribution  to the First  Commonwealth
    Corporation Employee Savings Trust 401(k) Plan.

(2) On March 27, 2000,  Mr. Jesse T. Correll  assumed the position as Chairman of the Board and Chief
    Executive  Officer  of UTG and each of its  affiliates.  Mr.  Correll  did not  receive a salary,
    bonus or other compensation for his duties with UTG and each of its affiliates in the year 2000.

(3) On March 27, 2000, Mr. Larry E. Ryherd resigned as Chairman of the Board and Chief Executive
    Officer of UTG and each of its affiliates.

(4) On January 8, 2001, Mr. James E. Melville was terminated as President and Chief Operating
    Officer of UTG and each of its affiliates.

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

The following table summarizes for fiscal year ending, December 31, 2000, the number of shares subject to unexercised options and the value of unexercised options of the Common Stock of UTG held by the named executive officers. The values shown were determined by multiplying the applicable number of unexercised share options by the difference between the per share market price on December 31, 2000 and the applicable per share exercise price. There were no options granted to the named executive officers for the past three fiscal years.

                        Number of
                          Shares     Value         Number of Securities     Value  of  Unexercised  In
                       Acquired on   Realized     Underlying Unexercised    the Money Options/SARs at
                       Exercise (#)     ($)     Options/SARs at FY-End (#)          FY-End ($)

Name                                            Exercisable  Unexercisable  Exercisable  Unexercisable

Randall L. Attkisson        -            -              (A)        -             -             -
Jesse T. Correll            -            -           19,108        -             -             -
Theodore C. Miller          -            -                0        -             -             -
Brad M. Wilson              -            -                0        -             -             -

(A) Randall L. Attkisson is an associate and business partner of Mr. Jesse T. Correll and holds
minority ownership positions in certain of the companies listed as owning UTG Common Stock
including First Southern Funding LLC and First Southern Bancorp, Inc.  Ownership of exercisable
options are reflected in the ownership of Jesse T. Correll.

Compensation of Directors

UTG’s standard arrangement for the compensation of directors provide that each director shall receive an annual retainer of $2,400, plus $300 for each meeting attended and reimbursement for reasonable travel expenses. UTG’s director compensation policy also provides that directors who are employees of UTG or directors or officers of First Southern Funding, LLC and related parties do not receive any compensation for their services as directors except for reimbursement for reasonable travel expenses for attending each meeting.

Employment Contracts

FCC entered into an employment agreement dated July 31, 1997 with Larry E. Ryherd. Formerly, Mr. Ryherd had served as Chairman of the Board and Chief Executive Officer of UTG and its affiliates, until his resignation on March 27, 2000. Pursuant to the agreement, Mr. Ryherd agreed to serve as Chairman of the Board and Chief Executive Officer of UTG and in addition, to serve in other positions of the affiliated companies if appointed or elected. The agreement provides for an annual salary of $400,000 as determined by the Board of Directors. The term of the agreement is for a period of five years. Mr. Ryherd has deferred portions of his income under a plan entitling him to a deferred compensation payment, which was paid to him on January 2, 2000, in the amount of $240,000, which included interest at the rate of approximately 8.5% annually. Additionally, Mr. Ryherd was granted an option to purchase up to 13,800 of the Common Stock of UTG at $17.50 per share. The option was immediately exercisable and transferable. At December 31, 2000, all previously granted options have expired. In accordance with the employment agreement, Mr. Ryherd continues to receive his annual Salary of $400,000 until the agreement expiration date of July 31, 2002. The entire $933,333 payable to Mr. Ryherd, from the date of his resignation until the end of his employment agreement was accrued, and thus expensed, by FCC in the first quarter of 2000.

FCC entered into an employment agreement dated July 31, 1997 with James E. Melville pursuant to which Mr. Melville is employed as President and Chief Operating Officer and in addition, to serve in other positions of the affiliated companies if appointed or elected at an annual salary of $238,200. The term of the agreement expires July 31, 2002. Mr. Melville has deferred portions of his income under a plan entitling him to a deferred compensation payment which was paid to him on January 2, 2000 of $400,000 which includes interest at the rate of approximately 8.5% annually. Additionally, Mr. Melville was granted an option to purchase up to 30,000 shares of the Common Stock of UTG at $17.50 per share. The option is immediately exercisable and transferable. At December 31, 2000, all previously granted options have expired. In accordance with the employment agreement, Mr. Melville continues to receive his annual Salary of $238,200 until the agreement expiration date of July 31, 2002. An accrual of $562,000 was established through a charge to general expenses at year-end 2000 for the remaining payments required pursuant to the terms of Mr. Melville’s employment contract and other settlement costs.

There are no other employment agreements in effect with any executive officers or employees of the Company.

REPORT ON EXECUTIVE COMPENSATION

Introduction

The compensation of UTG’s executive officers is determined by the full Board of Directors. The Board of Directors strongly believes that UTG’s executive officers directly impact the short-term and long-term performance of UTG. With this belief and the corresponding objective of making decisions that are in the best interest of UTG’s shareholders, the Board of Directors places significant emphasis on the design and administration of UTG’s executive compensation plans.

Executive Compensation Plan Elements

Base Salary. The Board of Directors establishes base salaries each year at a level intended to be within the competitive market range of comparable companies. In addition to the competitive market range, many factors are considered in determining base salaries, including the responsibilities assumed by the executive, the scope of the executive’s position, experience, length of service, individual performance and internal equity considerations. During the last three fiscal years, there were no material changes in the base salaries of the named executive officers, except for the compensation received by the newly appointed Chairman of the Board of Directors and Chief Executive Officer.

Stock Options. Stock options are granted at the discretion of the Board of Directors. There were no options granted to the named executive officers during the last three fiscal years.

Deferred Compensation. There are currently no deferred compensation arrangements with any executive officers or employees of the Company.

Chief Executive Officer

Larry E. Ryherd was the Chairman of the Board and Chief Executive Officer from 1984 until his resignation on March 27, 2000 (see Employment Contracts).

On March 27, 2000, Mr. Jesse T. Correll assumed the position of Chairman of the Board and Chief Executive Officer of UTG and each of its affiliates. Under Mr. Correll’s leadership, he has declined to receive a salary, bonus or other forms of compensation for his duties with UTG and each of its affiliates in the year 2000. As a reflection of Mr. Correll’s leadership, the Compensation of current and future executive officers of the Company will be determined by the Board of Directors using a “performance based” philosophy. The Board of Directors will consider UTG’s financial results and future salary decisions will be proportionately based on the profitability of the Company.

Conclusion.

The Board of Directors believes this Executive Compensation Plan provides a competitive and motivational compensation package to the executive officer team necessary to produce the results UTG strives to achieve. The Board of Directors also believes the Executive Compensation Plan addresses both the interests of the shareholders and the executive team.

                                         BOARD OF DIRECTORS

                      John S. Albin                       Luther C. Miller
                      Randall L. Attkisson                Millard V. Oakley
                      John W. Collins                     Robert V. O'Keefe
                      Jesse T. Correll                    Robert W. Teater
                      Ward F. Correll

PERFORMANCE GRAPH

The following graph compares the cumulative total shareholder return on UTG’s Common Stock during the five fiscal years ended December 31, 2000 with the cumulative total return on the NASDAQ Composite Index Performance and the NASDAQ Insurance Stock Index (1). The graph assumes that $100 was invested on December 31, 1995 in each of the Company’s common stock, the NASDAQ Composite Index, and the NASDAQ Insurance Stock Index, and that any dividends were reinvested.

(1)   UTG selected the NASDAQ Composite Index Performance as an appropriate comparison as UTG's
      Common Stock is traded on the NASDAQ Small Cap exchange under the sign "UTGI".  Furthermore,
      UTG selected the NASDAQ Insurance Stock Index as the second comparison because there is no
      similar single "peer company" in the NASDAQ system with which to compare stock performance and
      the closest additional line-of-business index which could be found was the NASDAQ Insurance
      Stock Index.  Trading activity in UTG's Common Stock is limited, which may be due in part as a
      result of UTG's low profile, and its reported operating losses.  The Return Chart is not
      intended to forecast or be indicative of possible future performance of UTG's stock.

The foregoing graph shall not be deemed to be incorporated by reference into any filing of UTG under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that UTG specifically incorporates such information by reference.

Compensation Committee Interlocks and Insider Participation

The following persons served as directors of UTG during 2000 and were officers or employees of UTG or its affiliates during 2000: Jesse T. Correll and James E. Melville. Accordingly, these individuals have participated in decisions related to compensation of executive officers of UTG and its subsidiaries.

During 2000, Jesse T. Correll and James E. Melville, executive officers of UTG, were also members of the Board of Directors of FCC.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATED PARTY TRANSACTIONS

Under the current structure, FCC pays a majority of the general operating expenses of the affiliated group. FCC then receives management, service fees and reimbursements from the various affiliates.

United Income, Inc. (“UII”) had a service agreement with United Security Assurance Company (“USA”). The agreement was originally established upon the formation of USA which was a 100% owned subsidiary of UII. Changes in the affiliate structure have resulted in USA no longer being a direct subsidiary of UII, though still a member of the same affiliated group. The original service agreement remained in place without modification. USA paid UII monthly fees equal to 22% of the amount of collected first year premiums, 20% in second year and 6% of the renewal premiums in years three and after. UII had a subcontract agreement with UTG to perform services and provide personnel and facilities. The services included in the agreement were claim processing, underwriting, processing and servicing of policies, accounting services, agency services, data processing and all other expenses necessary to carry on the business of a life insurance company. UII’s subcontract agreement with UTG states that UII pay UTG monthly fees equal to 60% of collected service fees from USA as stated above. The service fees received from UII were recorded in UTG’s financial statements as other income. With the merger of UII into UTG in July 1999, the sub-contract agreement ended and UTG assumed the direct contract with USA. This agreement was terminated upon the merger of USA into UG in December 1999.

USA paid $677,807 and $835,345 under their agreement with UII for 1999 and 1998, respectively. UII paid $223,753 and $501,207 under their agreement with UTG for 1999 and 1998, respectively. Additionally, UII paid FCC $30,000 and $0 in 1999 and 1998, respectively for reimbursement of costs attributed to UII. These reimbursements are reflected as a credit to general expenses.

UTG paid FCC $750,000, $600,000 and $0 in 2000, 1999 and 1998, respectively for reimbursement of costs attributed to UTG.

On January 1, 1993, FCC entered an agreement with UG pursuant to which FCC provides management services necessary for UG to carry on its business. UG paid $6,061,515, $6,251,340 and $8,018,141 to FCC in 2000, 1999 and 1998, respectively.

ABE pays fees to FCC pursuant to a cost sharing and management fee agreement. FCC provides management services for ABE to carry on its business. The agreement requires ABE to pay a percentage of the actual expenses incurred by FCC based on certain activity indicators of ABE business to the business of all the insurance company subsidiaries plus a management fee based on a percentage of the actual expenses allocated to ABE. ABE paid fees of $371,211, $392,005 and $399,325 in 2000, 1999 and 1998, respectively under this agreement.

APPL has a management fee agreement with FCC whereby FCC provides certain administrative duties, primarily data processing and investment advice. APPL paid fees of $444,000, $300,000 and $300,000 in 2000, 1999 and 1998, under this agreement.

Respective domiciliary insurance departments have approved the agreements of the insurance companies and it is Management’s opinion that where applicable, costs have been allocated fairly and such allocations are based upon generally accepted accounting principles.

Since the Company’s affiliation with FSF, UG has acquired mortgage loans through participation agreements with FSNB. FSNB services the loans covered by these participation agreements. UG pays a .25% servicing fee on these loans and a one-time fee at loan origination of .50% of the original loan amount to cover costs incurred by FSNB relating to the processing and establishment of the loan. UG paid $34,721, $11,578 and $0 in servicing fees and $91,392, $0 and $0 in origination fees to FSNB during 2000, 1999 and 1998, respectively.

The Company reimbursed expenses incurred by Mr. Correll and Mr. Attkisson relating to travel and other costs incurred on behalf of or relating to the Company. The Company paid $96,599, $39,336 and $0 in 2000, 1999 and 1998,respectively to First Southern Bancorp, Inc. in reimbursement of such costs.

On December 31, 1999, UTG and Jesse T. Correll entered a transaction whereby Mr. Correll, in combination with other individuals, made an equity investment in UTG. Under the terms of the Stock Acquisition Agreement, the Correll group contributed their 100% ownership of North Plaza of Somerset, Inc. to UTG in exchange for 681,818 authorized but unissued shares of UTG common stock. The Board of Directors of UTG approved the transaction at their regular quarterly board meeting held on December 7, 1999. North Plaza of Somerset, Inc. owns a shopping center in Somerset, Kentucky and a 50% partnership interest, or approximately 11,000 acres, of Kentucky timberland. North Plaza has no debt. The net assets have been valued at $7,500,000, which equates to $11.00 per share for the new shares issued.

Mr. Correll is a member of the Board of Directors of UTG and currently UTG's largest shareholder through his ownership control of FSF and its affiliates. Mr. Correll is the majority shareholder of FSF, which is an affiliate of First Southern Bancorp, Inc., a bank holding company that operates out of 14 locations in central Kentucky. Following the above transaction, as of December 31, 1999, Mr. Correll owns or controls directly and indirectly approximately 46% of UTG. At December 31, 2000, Mr. Correll owned or controlled directly and indirectly approximately 51% of UTG.

Following necessary regulatory approval, on December 29, 1999, UG was the survivor to a merger with its 100% owned subsidiary, USA. The merger was completed as a part of management’s efforts to reduce costs and simplify the corporate structure.

On July 26, 1999, the shareholders of UTG and UII approved a merger transaction of the two companies. Prior to the merger, UTG owned 53% of UTGL99 (refers to the former United Trust Group, Inc., which was formed in February of 1992 and liquidated in July of 1999) an insurance holding company, and UII owned 47% of UTGL99. Additionally, UTG held an equity investment in UII. At the time the decision to merge was made, neither UTG nor UII had any other significant holdings or business dealings. The Board of Directors of each company thus concluded a merger of the two companies would be in the best interests of the shareholders by creating a larger more viable life insurance holding group with lower administrative costs, a simplified corporate structure, and more readily marketable securities. Following the merger approval, UTG issued 817,517 shares of its authorized but unissued common stock to former UII shareholders, net of any dissenter shareholders in the merger. Immediately following the merger, UTGL99, which was then 100% owned by UTG, was liquidated and UTG changed its name to United Trust Group, Inc. (“UTG”).

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Kerber, Eck and Braeckel LLP (“KEB”) served as UTG’s independent certified public accounting firm for the fiscal year ended December 31, 2000 and for fiscal year ended December 31, 1999. In serving its primary function as outside auditor for UTG, KEB performed the following audit services: examination of annual consolidated financial statements; assistance and consultation on reports filed with the Securities and Exchange Commission and; assistance and consultation on separate financial reports filed with the State insurance regulatory authorities pursuant to certain statutory requirements. Audit Fees billed for these audit services in the year 2000 totaled $187,000, and audit fees billed for quarterly reviews of the Company’s financial statements totaled $16,496. No other services were performed by, and therefore no other fees were billed by, KEB for services in the current year.

UTG does not expect that a representative of KEB will be present at the Annual Meeting of Shareholders of UTG. No accountants have been selected for fiscal year 2001 because UTG generally chooses accountants shortly before the commencement of the annual audit work.

SUBMISSION OF SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

In order for a proposal by a shareholder to be included in UTG’s proxy statement and form of proxy for the 2002 Annual Meeting of Shareholders, the proposal must be received by UTG at its principal office on or before December 15, 2001.

Shareholder proposals submitted after March 24, 2002, will be considered untimely, and the proxy solicited by UTG for next year’s annual meeting may confer discretionary authority to vote on any such matters without a description of them in the proxy statement for that meeting.

OTHER MATTERS TO COME BEFORE THE MEETING

The management does not intend to bring any other business before the meeting of UTG’s shareholders and has no reason to believe that any will be presented to the meeting. If, however, any other business should properly be presented to the meeting, the proxies named in the enclosed form of proxy will vote the proxies in accordance with their best judgement.

AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

UTG has filed its 2000 Annual Report on Form 10-K with the Securities and Exchange Commission. A copy of the report may be obtained without charge by any shareholder. Requests for copies of the report should be sent to Theodore C. Miller, United Trust Group, Inc., 5250 South 6th Street Road, P.O. Box 5147, Springfield, Illinois, 62705-5147.

                                                          BY ORDER OF THE BOARD OF DIRECTORS

                                                          UNITED TRUST GROUP, INC.


                                                          Theodore C. Miller, Secretary


Dated: May 7, 2001

Exhibit A

United Trust Group, Inc.

Charter of the Audit Committee of the Board of Directors

I. Audit Committee Purpose

The Audit Committee is appointed by the Board of Directors to assist the Board in
fulfilling its oversight responsibilities. The Audit Committee's primary duties and
responsibilities are to:

•Monitor the integrity of the Company's financial reporting process and systems of internal
controls regarding finance, accounting, and legal compliance.

•Monitor the independence and performance of the Company's independent auditors.

•Provide an avenue of communication among the independent auditors, management, and the Board
of Directors.

Audit Committee has the authority to conduct any investigation appropriate to fulfilling
its responsibilities, and it has direct access to the independent auditors as well as
anyone in the organization. The Audit Committee has the ability to retain, at the
Company's expense, special legal, accounting, or other consultants or experts it deems
necessary in the performance of its duties.

II. Audit Committee Composition and Meetings

Audit Committee members shall meet the requirements of the NASDAQ Exchange. The Audit
Committee shall be comprised of a minimum of three and no more than six directors as
determined by the Board, each of whom shall be independent non-executive directors, free
from any relationship that would interfere with the exercise of his or her independent
judgment. All members of the Committee shall have a basic understanding of finance and
accounting and be able to read and understand fundamental financial statements and the
regulatory requirements of the Company's industry, and at least one member must have past
employment experience in finance or accounting, requisite professional certification in
accounting, or any other comparable experience or background which results in the
individual's financial sophistication, including being or having been a chief executive
officer, chief financial officer or other senior officer with financial oversight
responsibilities.

Audit Committee members shall be appointed by the Board. If an audit committee Chair is
not designated or present, the members of the Committee may designate a Chair by majority
vote of the Committee membership.

The Committee shall meet at least two times annually, or more frequently as circumstances
dictate. The Audit Committee Chair shall prepare and/or approve an agenda in advance of
each meeting. The Committee should meet privately in executive session at least annually
with management, the independent auditors, and as a committee to discuss any matters that
the Committee or each of these groups believe should be discussed. The Committee may ask
members of management or others to attend meetings and provide pertinent information as
necessary. In addition, the Committee, or at least its Chair, should communicate with
management and the independent auditors quarterly to review the Company's financial
statements and significant findings based upon the auditors limited review procedures.

III. Audit Committee Responsibilities and Duties

Review Procedures
-----------------

1. Review and reassess the adequacy of this Charter at least annually. Submit the charter to
the Board of Directors for approval and have the document published at least every
three years in accordance with SEC regulations.

2. Review the Company's annual audited financial statements prior to filings or distribution.
Review should include discussion with management and independent auditors of
significant issues regarding accounting principles, practices, and judgments.

3. In consultation with the management, and the independent auditors, consider the integrity of
the Company's financial reporting processes and controls. Discuss significant
financial risk exposures and the steps management has taken to monitor, control, and
report such exposures. Review significant findings prepared by the independent
auditors and the internal auditing department together with management's responses.

4. Review with financial management and the independent auditors the company's quarterly
financial statements prior to filing or distribution. Discuss any significant
changes to the Company's accounting principles and any items required to be
communicated by the independent auditors in accordance with SAS 61. The Chair of the
Committee may represent the entire Audit Committee for purposes of this review.

Independent Auditors
--------------------

5. The independent auditors are ultimately accountable to the Audit Committee and the Board of
Directors. The Audit Committee shall review the independence and performance of the
auditors and annually recommend to the Board of Directors the appointment of the
independent auditors or approve any discharge of auditors when circumstances warrant.

6. Approve the fees and other significant compensation to be paid to the independent auditors.

7. On an annual basis, the Committee should review and discuss with the independent auditors
all significant relationships they have with the Company that could impair the
auditors' independence.

8. Review the independent auditors audit plan - discuss scope, staffing, locations, reliance
upon management, and internal audit and general audit approach.

9. Prior to releasing the year-end earnings, discuss the results of the audit with the
independent auditors. Discuss certain matters required to be communicated to audit
committees in accordance with AICPA SAS 61.

10. Consider the independent auditors' judgments about the quality and appropriateness of the
Company's accounting principles as applied in its financial reporting.

Other Audit Committee Responsibilities
--------------------------------------

11. Review the annual plan prepared by the Company.

12. On at least an annual basis, review with the Company's counsel or other appropriate
individuals, any legal matters that could have a significant impact on the
organization's financial statements, the Company's compliance with applicable laws
and regulations, and inquiries received from regulators or governmental agencies.

13. Annually prepare a report to shareholders as required by the Securities and
Exchange
Commission. The report should be included in the Company's annual proxy statement.

14. Perform any other activities consistent with this Charter, the Company's by-laws, and
governing law, as the Committee or the Board deems necessary or appropriate.

15. Maintain minutes of meetings and periodically report to the Board of Directors on
significant results of the foregoing activities.

16. Annually review a summary of director and officers' related party transactions and
potential conflicts of interest.

UNITED TRUST GROUP, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on Tuesday, June 5, 2001

UNITED TRUST GROUP, INC.

YOUR VOTE IS IMPORTANT!

PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS OF UNITED TRUST GROUP, INC.

GENERAL INFORMATION REGARDING SOLICITATION

VOTING

AFFILIATE COMPANIES

Organizational Chart

VOTING SECURITIES OUTSTANDING

PRINCIPAL HOLDERS OF SECURITIES

SECURITY OWNERSHIP OF MANAGEMENT OF UTG

RECENT EVENTS

THE BOARD OF DIRECTORS

AUDIT COMMITTEE REPORT TO SHAREHOLDERS

ELECTION OF DIRECTORS

EXECUTIVE OFFICERS OF UTG

EXECUTIVE COMPENSATION

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

Compensation of Directors

Employment Contracts

REPORT ON EXECUTIVE COMPENSATION

Introduction

Executive Compensation Plan Elements

PERFORMANCE GRAPH

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS RELATED PARTY TRANSACTIONS

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

SUBMISSION OF SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

OTHER MATTERS TO COME BEFORE THE MEETING

AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS OF
UNITED TRUST GROUP, INC.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATED PARTY TRANSACTIONS