UTG10K01

10-K 1 utg10k01.htm ANNUAL REPORT UTG10K01

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2001       Commission File Number 0-16867

                            UNITED TRUST GROUP, INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


                             5250 SOUTH SIXTH STREET
                                  P.O. BOX 5147
                             SPRINGFIELD, IL 62705
          -----------------------------------------------------------
          (Address of principal executive offices, including zip code)

           ILLINOIS                                              37-1172848
-------------------------------                                 ----------------
(State or other jurisdiction of                                 (I.R.S. Employer
 incorporation or organization)                              Identification No.)

Registrant's telephone number, including area code: (217) 241-6300

Securities registered pursuant to Section 12(b) of the Act:
                                                           Name of each exchange
Title of each class                                         on which registered
-------------------                                         --------------------
      None                                                                  None

Securities registered pursuant to Section 12(g) of the Act:

                               Title of each class
                               -------------------
                                  Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (229.405 of this chapter) is not contained  herein,  and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X].

The aggregate market value of voting stock (Common Stock) held by non-affiliates
of the registrant as of March 1, 2002, was $10,157,785.

At March 1, 2002,  the  Registrant  had 3,519,065  outstanding  shares of Common
Stock, stated value $.02 per share.

DOCUMENTS INCORPORATED BY REFERENCE:  None



                            UNITED TRUST GROUP, INC.
                                    FORM 10-K
                          YEAR ENDED DECEMBER 31, 2001


                                TABLE OF CONTENTS



PART I.........................................................................3

   ITEM 1.  BUSINESS...........................................................3
   ITEM 2.  PROPERTIES........................................................16
   ITEM 3.  LEGAL PROCEEDINGS.................................................17
   ITEM 4.  SUBMISSION OF MATTERS OF A VOTE OF SECURITY HOLDERS...............17


PART II.......................................................................18

   ITEM 5.  MARKET FOR COMPANY'S COMMON EQUITY AND
            RELATED SHAREHOLDER MATTERS.......................................18
   ITEM 6.  SELECTED FINANCIAL DATA...........................................19
   ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS.........................................20
   ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.......................31
   ITEM 9.  DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE..............................................65


PART III......................................................................65

   ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF UTG..........................65
   ITEM 11.  EXECUTIVE COMPENSATION UTG.......................................68
   ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT OF UTG................................................71
   ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................74


PART IV.......................................................................77

   ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
             REPORTS ON FORM 8-K..............................................77







                                     PART I

ITEM 1.  BUSINESS


FORWARD-LOOKING INFORMATION

Any  forward-looking  statement contained herein or in any other oral or written
statement  by the company or any of its  officers,  directors  or  employees  is
qualified by the fact that actual  results of the company may differ  materially
from those  projected  in  forward-looking  statements.  Additional  information
concerning  factors that could cause actual  results to differ from those in the
forward-looking statements is contained in "Management's Discussion and Analysis
of Financial Condition and Results of Operations."


OVERVIEW

United Trust Group, Inc. (the  "Registrant") was incorporated in 1984, under the
laws of the State of  Illinois to serve as an  insurance  holding  company.  The
Registrant  and its  subsidiaries  (the  "Company")  have  only one  significant
industry segment - insurance. The Company's dominant business is individual life
insurance which includes the servicing of existing  insurance business in force,
the solicitation of new individual life insurance,  and the acquisition of other
companies in the insurance business.

At December 31, 2001, significant majority-owned  subsidiaries of the Registrant
were as depicted on the following organizational chart:

ORGANIZATIONAL CHART

This document at times will refer to the Company's largest shareholder, Mr.
Jesse T. Correll and certain companies controlled by Mr. Correll. Mr. Correll
holds a majority ownership of First Southern Funding LLC, a Kentucky
corporation, ("FSF") and First Southern Bancorp, Inc. ("FSBI"), a bank holding
company that operates out of 14 locations in central Kentucky. Mr. Correll is
Chairman of the Board of Directors of UTG and is currently UTG's largest
shareholder through his ownership control of FSF, FSBI and affiliates. At
December 31, 2001 Mr. Correll owns or controls directly and indirectly
approximately 60% of UTG.

On September 4, 2001, FSF and FSBI (and their principals) restructured the
manner in which they hold shares of UTG by forming a new limited liability
company under Kentucky law, First Southern Holdings, LLC ("FSH"). FSBI
contributed to FSH shares of UTG common stock held by it and cash in exchange
for a 99% membership interest in FSH. FSF contributed to FSH shares of UTG
common stock held by it, subject to notes payable which were assumed by FSF in
exchange for a 1% membership interest in FSH.

The holding companies within the group, UTG and FCC, are life insurance holding
companies. These companies became members of the same affiliated group through a
history of acquisitions in which life insurance companies were involved. The
focus of the holding companies is the acquisition of other companies in similar
lines of business and management of the insurance subsidiaries. The companies
have no activities outside the life insurance focus.

The insurance companies of the group, UG, APPL and ABE, all operate in the
individual life insurance business. The primary focus of these companies has
been the servicing of existing insurance business in force and the solicitation
of new insurance business.

REC is a wholly owned subsidiary of UTG, which was incorporated under the laws
of the State of Delaware on June 1, 1971, for the purpose of dealing and
brokering in securities. REC acts as an agent for its customers by placing
orders of mutual funds and variable annuity contracts which are placed in the
customers' names, the mutual fund shares and variable annuity accumulation units
are held by the respective custodians, and the only financial involvement of REC
is through receipt of commission (load). REC was originally established to
enhance the life insurance sales by providing an additional option to the
prospective client. The objective was to provide an insurance sale and mutual
fund sale in tandem. REC functions at a minimum broker-dealer level. It does not
maintain any of its customer accounts nor receives customer funds directly.
Operating activity of REC accounts for less than $100,000 of earnings annually.

North Plaza is a wholly owned subsidiary of UTG, which owns for investment
purposes, a shopping center in Somerset, Kentucky, approximately 12,000 acres of
timberland in Kentucky, and a 50% partnership interest in an additional 11,000
acres of Kentucky timberland. Operating activity of North Plaza accounts for
less than $100,000 of earnings annually.

HISTORY

UTG was incorporated December 14, 1984, as an Illinois corporation. The original
name was United Trust, Inc. ("UTI"). The name was changed in 1999 following a
merger with United Income Inc. ("UII"). During its first two and a half years,
UTG was engaged in an intrastate public offering of its securities, raising over
$12,000,000 net of offering costs. In 1986, UTG formed a life insurance
subsidiary, United Trust Assurance Company ("UTAC"), and by 1987 began selling
life insurance products.

On June 16, 1992, UTG and its affiliates acquired 67% of the outstanding common
stock of the now dissolved Commonwealth Industries Corporation, ("CIC") for a
purchase price of $15,567,000. Following the acquisition UTG controlled eleven
life insurance subsidiaries and six holding companies. The Company has taken
several steps to streamline and simplify the corporate structure following the
acquisitions, including dissolution of intermediate holding companies and
mergers of several life insurance companies.

On November 20, 1998, FSF and affiliates acquired 929,904 shares of common stock
of UTG from UTG and certain UTG shareholders. As consideration for the shares,
FSF paid UTG $10,999,995 and certain shareholders of UTG $999,990 in cash.
Following this transaction, FSF and its affiliates were the largest shareholder
of UTG. At December 31, 2001, Mr. Jess Correll controls approximately 60% of the
outstanding common stock of UTG either directly or through various affiliated
entities including FSH.

During 1999, the Company made several significant changes to streamline and
simplify its corporate structure. There were two mergers and a liquidation,
reducing the number of holding companies to two and the number of life insurance
companies to three (refer to the organizational chart on page 3). The first
merger and company liquidation took place in July of 1999. Prior to July 1999,
UTG was known as United Trust, Inc. ("UTI"). UTI and United Income, Inc. ("UII")
owned 100% of the former United Trust Group, Inc., (which was formed in February
of 1992 and liquidated in July of 1999 - referred to as "UTGL99"). Through a
shareholder vote and special meeting on July 26, 1999, UII merged into UTI, and
simultaneously with the merger, UTGL99 was liquidated and UTI changed its
corporate name to United Trust Group, Inc. The second merger occurred on
December 29, 1999, when UG was the survivor to a merger with its 100% owned
subsidiary United Security Assurance Company ("USA").

The first merger transaction, and an anterior corresponding proposal to increase
the number of authorized shares of UTG common stock from 3,500,000 to 7,000,000,
received necessary shareholder approvals at a special meeting and vote held on
July 26, 1999. The Board of Directors of the respective companies concluded that
the merger would benefit the business operations of UTG and UII and their
respective stockholders by creating a larger more viable life insurance holding
group with lower administrative costs, a simplified corporate structure, and
more readily marketable securities. The second merger was completed as a part of
management's efforts to reduce costs and simplify the corporate structure.

On December 31, 1999, UTG and Jesse T. Correll entered into a transaction
whereby Mr. Correll, in combination with other individuals, made an additional
equity investment in UTG. Under the terms of the Stock Acquisition Agreement,
Mr. Correll and certain of his affiliates 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. owned for investment purposes, a shopping center
in Somerset, Kentucky, approximately 12,000 acres of timberland in Kentucky, and
a 50% partnership interest in an additional 11,000 acres of Kentucky timberland.
North Plaza had no debt. The net assets were valued at $7,500,000, which equates
to $11.00 per share for the new shares of UTG that were issued in the
transaction.

On October 26, 2001, APPL effected a reverse stock split, as a result of which
(i) it became a wholly-owned subsidiary of UG, and an indirect wholly-owned
subsidiary of FCC and UTG, and (ii) its minority shareholders received an
aggregate of $1,055,294.50 in respect of their shares. Prior to the reverse
stock split, UG owned 88% of the outstanding shares of APPL.

PRODUCTS

UG's portfolio consists of two universal life insurance products. Universal life
insurance is a form of permanent life insurance that is characterized by its
flexible premiums, flexible face amounts, and unbundled pricing factors. The
primary universal life insurance product is referred to as the "Century 2000".
This product was introduced to the marketing force in 1993. This product has a
minimum face amount of $25,000 and currently credits 4.5% interest with a
guaranteed rate of 4.5% in the first 20 years and 3% in years 21 and greater.
The policy values are subject to a $4.50 monthly policy fee, an administrative
load and a premium load of 6.5% in all years. The premium and administrative
loads are a general expense charge, which is added to a policy's net premium to
cover the insurer's cost of doing business. A premium load is assessed upon the
receipt of a premium payment. An administrative load is a monthly maintenance
charge. The administrative load and surrender charge is based on the issue age,
sex and rating class of the policy. A surrender charge is effective for the
first 14 policy years. In general, the surrender charge is very high in the
early years and then declines to zero at the end of 14 years. Policy loans are
available at 7% interest in advance. The policy's accumulated fund will be
credited the guaranteed interest rate in relation to the amount of the policy
loan.

The second universal life product referred to as the "UL90A", has a minimum face
amount of $25,000. The administrative load is based on the issue age, sex and
rating class of the policy. Policy fees vary from $1 per month in the first year
to $4 per month in the second and third years and $3 per month each year
thereafter. The UL90A currently credits 4.5% interest with a 4.5% guaranteed
interest rate. Partial withdrawals, subject to a remaining minimum $500 cash
surrender value and a $25 fee, are allowed once a year after the first duration.
Policy loans are available at 7% interest in advance. The policy's accumulated
fund will be credited the guaranteed interest rate in relation to the amount of
the policy loan. Surrender charges are based on a percentage of target premium
starting at 120% for years 1-5 then grading downward to zero in year 15. This
policy contains a guaranteed interest credit bonus for the long-term
policyholder. From years 10 through 20, additional interest bonuses can be
earned if certain criteria are met, primarily relating to the total amount of
premiums paid, with a total in the twentieth year of 1.375%. The bonus is
credited from the policy issue date and is contractually guaranteed.

The Company's actual experience for earned interest, persistency and mortality
varies from the assumptions applied to pricing and for determining premiums.
Accordingly, differences between the Company's actual experience and those
assumptions applied may impact the profitability of the Company. The minimum
interest spread between earned and credited rates is 1% on the "Century 2000"
universal life insurance product. The Company monitors investment yields, and
when necessary adjusts credited interest rates on its insurance products to
preserve targeted interest spreads. Credited rates are reviewed and established
by the Board of Directors of the respective life insurance subsidiaries.

APPL markets traditional non-participating products that include the 10-pay life
traditional product and preferred whole life plans. The 10-pay life traditional
product is a limited pay product whereby the owner pays premiums over a 10-year
period. At the end of the 10th year, no further premiums are paid and the
insurance remains in-force. The preferred whole life plan is a traditional whole
life product similar to 10-pay life plan other than premiums are payable over
the entire life of the contract.

The Company believes its premium rates are competitive with other insurers doing
business in the states in which the Company is marketing its products.

The Company markets other products, none of which is significant to operations.
The Company has a variety of policies in force different from those, which are
currently being marketed. Interest sensitive products including universal life
and excess interest whole life ("fixed premium UL") account for 57% of the
insurance in force. Approximately 22% of the insurance in force is participating
business, which represents policies under which the policyowner shares in the
insurance companies statutory divisible surplus. The Company's average
persistency rate for its policies in force for 2001 and 2000 has been 91.6% and
89.8%, respectively. The Company does not anticipate any material fluctuations
in rates in the future that may result from competition.

Interest sensitive life insurance products have characteristics similar to
annuities with respect to the crediting of a current rate of interest at or
above a guaranteed minimum rate and the use of surrender charges to discourage
premature withdrawal of cash values. Universal life insurance policies also
involve variable premium charges against the policyholder's account balance for
the cost of insurance and administrative expenses. Interest-sensitive whole-life
products generally have fixed premiums. Interest-sensitive life insurance
products are designed with a combination of front-end loads, periodic variable
charges, and back-end loads or surrender charges.

Traditional life insurance products have premiums and benefits predetermined at
issue; the premiums are set at levels that are designed to exceed expected
policyholder benefits and Company expenses. Participating business is
traditional life insurance with the added feature of an annual return of a
portion of the premium paid by the policyholder through a policyholder dividend.
This dividend is set annually by the Board of Directors of each insurance
company and is completely discretionary.

MARKETING

New business production has been declining the past several years. In 2001, the
Companies issued 118 universal life insurance contracts and 323 traditional life
insurance contracts. In 1999 management significantly scaled back on home office
support of marketing efforts in response to the declining new business
production adjusting expense levels relating to new business consistent with
current production. Management currently places little emphasis on new business
production, believing the Companies could better utilize their resources in
other ways. In 2001, the Company increased its emphasis on policy retention in
an attempt to improve current persistency levels. In this regard, several of the
home office staff have become licensed insurance agents enabling them broader
abilities when dealing with the customer in regards to their existing policies
and possible alternatives. This program is relatively new, but early indications
are generally positive. Management will continue to monitor the results of this
program and make adjustments as deemed necessary.

Excluding licensed home office personnel, UG has a total of 25 general agents.
UG primarily markets its products in the Midwest region with most sales in the
states of Illinois and Ohio. APPL has a total of 3 active agents who market
primarily to rural customers in the state of West Virginia. ABE has no active
agents. No individual sales agent accounted for over 10% of the Company's
premium volume in 2001. The Company's sales agents do not have the power to bind
the Company.

ABE is licensed to sell life insurance in Alabama, Arizona, Illinois, Indiana,
Louisiana and Missouri. During 2001, Illinois and Indiana accounted for 36% and
38%, respectively of ABE's direct premiums collected.

APPL is licensed to sell life insurance in Alabama, Arizona, Arkansas, Colorado,
Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana, Missouri, Montana,
Nebraska, Ohio, Oklahoma, Pennsylvania, Tennessee, Utah, Virginia, West Virginia
and Wyoming. During 2001, West Virginia accounted for 87% of APPL's direct
premiums collected.

UG is licensed to sell life insurance in Alabama, Arizona, Arkansas, Colorado,
Delaware, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky,
Louisiana, Massachusetts, Minnesota, Mississippi, Missouri, Montana, Nebraska,
Nevada, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon,
Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas,
Utah, Virginia, Washington, West Virginia and Wisconsin. During 2001, Illinois
accounted for 20%, and Ohio accounted for 32% of direct premiums collected. No
other state accounted for more than 6% of direct premiums collected in 2001.

In 2001, $22,864,330 of total direct premium was collected by the insurance
subsidiaries. Ohio accounted for 28%, Illinois accounted for 18%, and West
Virginia accounted for 12% of total direct premiums collected.

UNDERWRITING

The underwriting procedures of the insurance subsidiaries are established by
management. Insurance policies are issued by the Company based upon underwriting
practices established for each market in which the Company operates. Most
policies are individually underwritten. Applications for insurance are reviewed
to determine additional information required to make an underwriting decision,
which depends on the amount of insurance applied for and the applicant's age and
medical history. Additional information may include inspection reports, medical
examinations, and statements from doctors who have treated the applicant in the
past and, where indicated, special medical tests. After reviewing the
information collected, the Company either issues the policy as applied for or
with an extra premium charge because of unfavorable factors or rejects the
application. Substandard risks may be referred to reinsurers for full or partial
reinsurance of the substandard risk.

The Company's insurance subsidiaries require blood samples to be drawn with
individual insurance applications for coverage over $45,000 (age 46 and above)
or $95,000 (ages 16-45). Blood samples are tested for a wide range of chemical
values and are screened for antibodies to the HIV virus. Applications also
contain questions permitted by law regarding the HIV virus, which must be
answered by the proposed insureds.

RESERVES

The applicable insurance laws under which the insurance subsidiaries operate
require that each insurance company report policy reserves as liabilities to
meet future obligations on the policies in force. These reserves are the amounts
which, with the additional premiums to be received and interest thereon
compounded annually at certain assumed rates, are calculated in accordance with
applicable law to be sufficient to meet the various policy and contract
obligations as they mature. These laws specify that the reserves shall not be
less than reserves calculated using certain mortality tables and interest rates.

The liabilities for traditional life insurance and accident and health insurance
policy benefits are computed using a net level method. These liabilities include
assumptions as to investment yields, mortality, withdrawals, and other
assumptions based on the life insurance subsidiaries' experience adjusted to
reflect anticipated trends and to include provisions for possible unfavorable
deviations. The Company makes these assumptions at the time the contract is
issued or, in the case of contracts acquired by purchase, at the purchase date.
Benefit reserves for traditional life insurance policies include certain
deferred profits on limited-payment policies that are being recognized in income
over the policy term. Policy benefit claims are charged to expense in the period
that the claims are incurred. Current mortality rate assumptions are based on
1975-80 select and ultimate tables. Withdrawal rate assumptions are based upon
Linton B or Linton C, which are industry standard actuarial tables for
forecasting assumed policy lapse rates.

Benefit reserves for universal life insurance and interest sensitive life
insurance products are computed under a retrospective deposit method and
represent policy account balances before applicable surrender charges. Policy
benefits and claims that are charged to expense include benefit claims in excess
of related policy account balances. Interest crediting rates for universal life
and interest sensitive products range from 4.0% to 5.5% for the year ended
December 31, 2001 and 4.5% to 5.5% for the years ended December 31, 2000 and
1999.

REINSURANCE

As is customary in the insurance industry, the insurance subsidiaries of the
Company cede insurance to, and assume insurance from, other insurance companies
under reinsurance agreements. Reinsurance agreements are intended to limit a
life insurer's maximum loss on a large or unusually hazardous risk or to obtain
a greater diversification of risk. The ceding insurance company remains
primarily liable with respect to ceded insurance should any reinsurer be unable
to meet the obligations assumed by it. However, it is the practice of insurers
to reduce their exposure to loss to the extent that they have been reinsured
with other insurance companies. The Company sets a limit on the amount of
insurance retained on the life of any one person. The Company will not retain
more than $125,000, including accidental death benefits, on any one life. At
December 31, 2001, the Company had gross insurance in force of $2.630 billion of
which approximately $654 million was ceded to reinsurers.

The Company's reinsured business is ceded to numerous reinsurers. The Company
believes the assuming companies are able to honor all contractual commitments,
based on the Company's periodic reviews of their financial statements, insurance
industry reports and reports filed with state insurance departments.

Currently, the Company is utilizing reinsurance agreements with Business Mens'
Assurance Company, ("BMA") and Life Reassurance Corporation of America, ("LIFE
RE"). Recently, Swiss Re Life and Health America Incorporated merged into LIFE
RE and the merged entity was renamed Swiss Re Life and Health America
Incorporated ("SWISS RE"). BMA and SWISS RE currenty hold an "A" (Excellent),
and "A++" (Superior) rating, respectively, from A.M. Best, an industry rating
company. The reinsurance agreements were effective December 1, 1993, and cover
all new business of the Company. The agreements are a yearly renewable term
("YRT") treaty where the Company cedes amounts above its retention limit of
$100,000 with a minimum cession of $25,000.

UG entered a coinsurance agreement with Park Avenue Life Insurance Company
("PALIC") as of September 30, 1996. Under the terms of the agreement, UG ceded
to PALIC substantially all of its paid-up life insurance policies. Paid-up life
insurance generally refers to non-premium paying life insurance policies. PALIC
and its ultimate parent The Guardian Life Insurance Company of America
("Guardian"), currently hold an "A" (Excellent), and "A+" (Superior) rating,
respectively, from A.M. Best, an industry rating company. The agreement with
PALIC accounts for approximately 66% of the reinsurance receivables, as of
December 31, 2001.

On September 30, 1998, UG entered into a coinsurance agreement with The
Independent Order of Vikings, an Illinois fraternal organization ("IOV"). Under
the terms of the agreement, UG agreed to assume on a coinsurance basis, 25% of
the reserves and liabilities arising from all inforce insurance contracts issued
by the IOV to its members. At December 31, 2001, the IOV insurance inforce was
approximately $1,696,000, with reserves being held on that amount of
approximately $403,500.

On June 1, 2000, UG assumed an already existing coinsurance agreement, dated
January 1, 1992, between Lancaster Life Reinsurance Company, an Arizona
corporation ("LLRC") and Investors Heritage Life Insurance Company, a
corporation organized under the laws of the Commonwealth of Kentucky ("IHL").
Under the terms of the agreement, LLRC agreed to assume from IHL a 90% quota
share of new issues of credit life and accident and health policies that have
been written on or after January 1, 1992 through various branches of the First
Southern National Bank. The maximum amount of credit life insurance that can be
assumed on any one individual's life is $15,000. UG assumed all the rights and
obligations formerly held by LLRC as the reinsurer in the agreement. LLRC
liquidated its charter immediately following the transfer. At December 31, 2001,
IHL has insurance inforce of approximately $4,148,000.

The Company does not have any short-duration reinsurance contracts. The effect
of the Company's long-duration reinsurance contracts on premiums earned in 2001,
2000 and 1999 was as follows:

Shown in thousands
-----------------------------------------------
2001 2000 1999
Premiums Premiums Premiums
Earned Earned Earned
-------------- ------------- -------------
Direct $ 20,333 $ 22,970 $ 25,539
Assumed 111 76 20
Ceded (3,172) (3,556) (3,978)
-------------- ------------- -------------
Net premiums $ 17,272 $ 19,490 $ 21,581
============== ============= =============

INVESTMENTS

Investment income represents a significant portion of the Company's total
income. Investments are subject to applicable state insurance laws and
regulations, which limit the concentration of investments in any one category or
class and further limit the investment in any one issuer. Generally, these
limitations are imposed as a percentage of statutory assets or percentage of
statutory capital and surplus of each company.

The following table reflects net investment income by type of investment.

December 31,
------------------------------------------------
2001 2000 1999
------------- ------------- -------------
Fixed maturities and fixed maturities
held for sale $ 10,831,162 $ 11,775,706 $ 11,886,968
Equity securities 131,263 116,327 91,429
Mortgage loans 2,715,834 1,777,374 1,079,332
Real estate 488,168 611,494 389,181
Policy loans 970,142 997,381 991,812
Other long-term investments 0 655,418 63,528
Short-term investments 110,229 158,378 147,726
Cash 606,128 936,433 850,836
------------- ------------- -------------
Total consolidated investment income 15,852,926 17,028,511 15,500,812
Investment expenses (785,867) (942,678) (971,275)
------------- ------------- -------------
Consolidated net investment income $ 15,067,059 $ 16,085,833 $ 14,529,537
============= ============= =============

At December 31, 2001, the Company had a total of $200,000 in investment real
estate which did not produce income during 2001.

The following table summarizes the Company's fixed maturities distribution at
December 31, 2001 and 2000 by ratings category as issued by Standard and Poor's,
a leading ratings analyst.

Fixed Maturities
Rating % of Portfolio
------------------
2001 2000
-------- --------
Investment Grade
AAA 61% 48%
AA 6% 16%
A 24% 27%
BBB 8% 9%
Below investment grade 1% 0%
-------- --------
100% 100%
======== ========

The following table summarizes the Company's fixed maturities and fixed
maturities held for sale by major classification.

Carrying Value
----------------------------------------
2001 2000
----------------- -----------------
U.S. government and government agencies $ 43,087,596 $ 66,795,111
States, municipalities and political 11,990,823 15,524,611
subdivisions
Collateralized mortgage obligations 54,132,094 9,140,804
Public utilities 22,219,127 27,287,454
Corporate 42,204,195 46,303,263
----------------- -----------------
$ 173,633,835 $ 165,051,243
================= =================

The following table shows the composition and average maturity of the Company's
investment portfolio at December 31, 2001.

Average
Carrying Average Average
Investments Value Maturity Yield
----------------------------- ------------- -------------- ---------

Fixed maturities and fixed
maturities held for sale $ 169,342,539 5 years 6.40%
Equity securities 4,491,144 Not applicable 2.92%
Mortgage Loans 28,141,783 5 years 9.65%
Investment real estate 15,761,348 Not applicable 3.10%
Policy loans 13,849,678 Not applicable 7.00%
Short-term investments 1,133,890 190 days 8.25%
Cash and cash equivalents 15,271,212 On demand 3.97%
-------------
Total Investments and Cash $ 247,991,594 6.39%
=============

At December 31, 2001, fixed maturities and fixed maturities held for sale have a
combined market value of $176,353,850. Fixed maturities held to maturity are
carried at amortized cost. Management has the ability and intent to hold these
securities until maturity. Fixed maturities held for sale are carried at market.

The Company holds $581,382 in short-term investments. Management monitors its
investment maturities which in their opinion is sufficient to meet the Company's
cash requirements. Fixed maturities of $17,266,473 mature in one year and
$84,495,730 mature in two to five years.

The Company holds $23,386,895 in mortgage loans, which represents 7% of the
total assets. All mortgage loans are first position loans. Before a new loan is
issued, the applicant is subject to certain criteria set forth by Company
management to ensure quality control. These criteria include, but are not
limited to, a credit report, personal financial information such as outstanding
debt, sources of income, and personal equity. Loans issued are limited to no
more than 80% of the appraised value of the property and must be first position
against the collateral.

The Company has one loan of $28,536, which is in default and in the process of
foreclosure. The Company has no loans which are under a repayment plan or
restructuring. Letters are sent to each mortgagee when the loan becomes 30 days
or more delinquent. Loans 90 days or more delinquent are placed on a
non-performing status and classified as delinquent loans. Reserves for loan
losses are established based on management's analysis of the loan balances
compared to the expected realizable value should foreclosure take place. Loans
are placed on a non-accrual status based on a quarterly analysis of the
likelihood of repayment. All delinquent and troubled loans held by the Company
are loans, which were held in portfolios by acquired companies at the time of
acquisition. Management believes the current internal controls surrounding the
mortgage loan selection process provide a quality portfolio with minimal risk of
foreclosure and/or negative financial impact.

The Company has in place a monitoring system to provide management with
information regarding potential troubled loans. Management is provided with a
monthly listing of loans that are 30 days or more past due along with a brief
description of what steps are being taken to resolve the delinquency. Quarterly,
coinciding with external financial reporting, the Company determines how each
delinquent loan should be classified. All loans 90 days or more past due are
classified as delinquent. Each delinquent loan is reviewed to determine the
classification and status the loan should be given. Interest accruals are
analyzed based on the likelihood of repayment. In no event will interest
continue to accrue when accrued interest along with the outstanding principal
exceeds the net realizable value of the property. The Company does not utilize a
specified number of day's delinquent to cause an automatic non-accrual status.

In 1999, the Company began investing more of its funds in mortgage loans. This
is the result of increased mortgage opportunities available through FSNB, an
affiliate of Jesse Correll. Mr. Correll is the Chairman and CEO of, as well as a
director of, UTG, FCC and their three insurance company subsidiaries. FSNB has
been able to provide the Company with additional expertise and experience in
underwriting commercial and residential mortgage loans, which provide more
attractive yields than the traditional bond market. During 2001, the Company
issued approximately $4,535,000 in new mortgage loans. These new loans were
originated through FSNB and funded by the Company through participation
agreements with FSNB. FSNB services the loans covered by these participation
agreements. The Company pays FSNB 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.

A mortgage loan reserve is established and adjusted based on management's
quarterly analysis of the portfolio and any deterioration in value of the
underlying property which would reduce the net realizable value of the property
below its current carrying value. During 2001, the Company sold mortgage loans
with a prior allowance of $140,000 and recorded a net loss of $20,000 decreasing
the allowance to $120,000 maintained for potential mortgage loan losses. The
current allowance represents approximately 50% of the total outstanding loan
balances on certain loans identified by management. Although most of these loans
are currently in good standing, due to economic depression in the region these
loans are located, a significant potential for future losses exists.

In addition, the Company also attempts to ensure that current and adequate
insurance on the properties underlying the mortgages is being maintained. The
Company requires proof of insurance on each loan and further requires to be
shown as a lienholder on the policy so that any change in coverage status is
reported to the Company. Proof of payment of real estate taxes is another
monitoring technique utilized by the Company. Management believes a change in
insurance status or non-payments of real estate taxes are indicators that a loan
is potentially troubled. Correspondence with the mortgagee is performed to
determine the reasons for either of these events occurring.

The following table shows a distribution of the Company's mortgage loans by type.

Mortgage Loans Amount % of Total
--------------------------------------------- ------------- ----------
Commercial - insured or guaranteed $ 1,923,365 8%
Commercial - all other 18,343,133 78%
Farm 2,903,259 12%
Residential - insured or guaranteed 111,655 1%
Residential - all other 105,483 1%

The following table shows a geographic distribution of the Company's mortgage
loan portfolio and investment real estate.

Mortgage Real
Loans Estate
---------- -------
Alabama 15% 0%
Illinois 0% 12%
Indiana 3% 0%
Kentucky 69% 51%
Louisiana 0% 1%
New Hampshire 0% 36%
North Carolina 11% 0%
West Virginia 0% 0%
Other 2% 0%
---------- -------
Total 100% 100%
========== =======

The following table summarizes delinquent mortgage loan holdings of the Company.

Delinquent
90 days or More 2001 2000 1999
----------------------------- ---------- ----------- ----------
Non-accrual status $ 164,941 $ 0 $ 0
Other 0 83,972 58,074
Reserve on delinquent
Loans (110,000) 0 (10,000)
---------- ----------- ----------
Total delinquent $ 54,941 $ 83,972 $ 48,074
========== =========== ==========
Interest income past due
(delinquent loans) $ 0 $ 6,975 $ 1,296
========== =========== ==========

In process of restructuring $ 0 $ 0 $ 0
Restructuring on other
Than market terms 0 0 0
Other potential problem
Loans 9,299 215,481 124,883
---------- ----------- ----------
Total problem loans $ 9,299 $ 215,481 $ 124,883
========== =========== ==========
Interest income foregone
(restructured loans) $ 0 $ 0 $ 0
========== =========== ==========

In process of foreclosure $ 28,536 $ 0 $ 0
---------- ----------- ----------
Total foreclosed loans $ 28,536 $ 0 $ 0
========== =========== ==========
Interest income foregone
(restructured loans) $ 2,497 $ 0 $ 0
========== =========== ==========

See Item 2, Properties, for description of real estate holdings.

COMPETITION

The insurance business is a highly competitive industry and there are a number
of other companies, both stock and mutual, doing business in areas where the
Company operates. Many of these competing insurers are larger, have more
diversified and established lines of insurance coverage, have substantially
greater financial resources and brand recognition as well as a greater number of
agents. Other significant competitive factors in the insurance industry include
policyholder benefits, service to policyholders, and premium rates.

The insurance industry is a mature industry. In recent years, the industry has
experienced virtually no growth in life insurance sales, though the aging
population has increased the demand for retirement savings products. The
products offered (see Products) by the Company are similar to those offered by
other major companies. The product features are regulated by the states and are
subject to extensive competition among major insurance organizations. The
Company believes a strong service commitment to policyholders, efficiency and
flexibility of operations, timely service to the agency force and the expertise
of its key executives help reduce the competitive pressures it faces in the
insurance industry.

In 1999, Congress passed legislation reducing or eliminating certain barriers,
which existed between insurance companies, banks and brokerages. This
legislation opens markets for financial institutions to compete against one
another and to acquire one another across previously established barriers. This
creates both additional challenges and opportunities for the Company. The full
impact of these changes on the financial industries is still evolving, and the
Company continues to watch these changes and how they impact the Company.

GOVERNMENT REGULATION

The Company's insurance subsidiaries are assessed contributions by life and
health guaranty associations in almost all states to indemnify policyholders of
failed companies. In several states the company may reduce, premium taxes paid
to recover a portion of assessments paid to the states' guaranty fund
association. This right of "offset" may come under review by the various states,
and the company cannot predict whether and to what extent legislative
initiatives may affect this right to offset. In addition, some state guaranty
associations have adjusted the basis by which they assess the cost of
insolvencies to individual companies. The Company believes that its reserve for
future guaranty fund assessments is sufficient to provide for assessments
related to known insolvencies. This reserve is based upon management's current
expectation of the availability of this right of offset, known insolvencies and
state guaranty fund assessment bases. However, changes in the basis whereby
assessments are charged to individual companies and changes in the availability
of the right to offset assessments against premium tax payments could materially
affect the company's results.

Currently, the Company's insurance subsidiaries are subject to government
regulation in each of the states in which they conduct business. Such regulation
is vested in state agencies having broad administrative power dealing with all
aspects of the insurance business, including the power to: (i) grant and revoke
licenses to transact business; (ii) regulate and supervise trade practices and
market conduct; (iii) establish guaranty associations; (iv) license agents; (v)
approve policy forms; (vi) approve premium rates for some lines of business;
(vii) establish reserve requirements; (viii) prescribe the form and content of
required financial statements and reports; (ix) determine the reasonableness and
adequacy of statutory capital and surplus; and (x) regulate the type and amount
of permitted investments. Insurance regulation is concerned primarily with the
protection of policyholders. The Company cannot predict the impact of any future
proposals, regulations or market conduct investigations. The Company's insurance
subsidiaries, UG, APPL and ABE are domiciled in the states of Ohio, West
Virginia and Illinois, respectively.

The insurance regulatory framework continues to be scrutinized by various
states, the federal government and the National Association of Insurance
Commissioners ("NAIC"). The NAIC is an association whose membership consists of
the insurance commissioners or their designees of the various states. The NAIC
has no direct regulatory authority over insurance companies. However, its
primary purpose is to provide a more consistent method of regulation and
reporting from state to state. This is accomplished through the issuance of
model regulations, which can be adopted by individual states unmodified,
modified to meet the state's own needs or requirements, or dismissed entirely.

Most states also have insurance holding company statutes, which require
registration and periodic reporting by insurance companies controlled by other
corporations licensed to transact business within their respective
jurisdictions. The insurance subsidiaries are subject to such legislation and
registered as controlled insurers in those jurisdictions in which such
registration is required. Statutes vary from state to state but typically
require periodic disclosure, concerning the corporation that controls the
registered insurers and all subsidiaries of such corporation. In addition, prior
notice to, or approval by, the state insurance commission of material
intercorporate transfers of assets, reinsurance agreements, management
agreements (see Note 9 in the notes to the consolidated financial statements),
and payment of dividends (see Note 2 in the notes to the consolidated financial
statements) in excess of specified amounts by the insurance subsidiary, within
the holding company system, are required.

Each year the NAIC calculates financial ratio results (commonly referred to as
IRIS ratios) for each company. These ratios compare various financial
information pertaining to the statutory balance sheet and income statement. The
results are then compared to pre-established normal ranges determined by the
NAIC. Results outside the range typically require explanation to the domiciliary
insurance department.

At year-end 2001, UG had one ratio outside the normal range. The ratio is
related to the decrease in premium income. The decrease was attributable to the
continued business decline in new business writings combined with a decrease in
renewal premiums from normal terminations of existing business. As a result, UG
fell slightly outside the normal range for this ratio.

The NAIC's risk-based capital requirements require insurance companies to
calculate and report information under a risk-based capital formula. The
risk-based capital formula measures the adequacy of statutory capital and
surplus in relation to investment and insurance risks such as asset quality,
mortality and morbidity, asset and liability matching and other business
factors. The RBC formula is used by state insurance regulators as an early
warning tool to identify, for the purpose of initiating regulatory action,
insurance companies that potentially are inadequately capitalized. In addition,
the formula defines new minimum capital standards that will supplement the
current system of low fixed minimum capital and surplus requirements on a
state-by-state basis. Regulatory compliance is determined by a ratio of the
insurance company's regulatory total adjusted capital, as defined by the NAIC,
to its authorized control level RBC, as defined by the NAIC. Insurance companies
below specific trigger points or ratios are classified within certain levels,
each of which requires specific corrective action. The levels and ratios are as
follows:
Ratio of Total Adjusted Capital
to Authorized Control Level RBC
Regulatory Event (Less Than or Equal to)

Company action level 2*
Regulatory action level 1.5
Authorized control level 1
Mandatory control level 0.7

* Or, 2.5 with negative trend.

At December 31, 2001, each of the insurance subsidiaries has a Ratio that is in
excess of 4, which is 400% of the authorized control level; accordingly, the
insurance subsidiaries meet the RBC requirements.

The State of Florida began an investigation of industrial life insurance
policies in the fall of 1999 regarding policies with race-based premiums. This
investigation has quickly spread to other states and to other types of small
face amount policies and was expanded to consider the fairness of premiums for
all small policies including policies which did not have race-based premiums.
The NAIC historically has defined a "small face amount policy" as one with a
face amount of $15,000 or less. Under current reviews, some states have
increased this amount to policies of $25,000 or less. These states are
attempting to force insurers to refund "excess premiums" to insureds or
beneficiaries of insureds based on the recent American General settlement. The
Company's insurance subsidiaries have no race-based premium products, but do
have policies with face amounts under the above-scrutinized limitations. The
outcome of this issue could be dramatic on the insurance industry as a whole as
well as the Company itself. The Company will continue to monitor developments
regarding this matter to determine to what extent, if any, the Company may be
exposed.

During 1999, Congress passed the Gramm-Leach-Bliley Financial Services
Modernization Act, which requires financial institutions, including all
insurers, to take certain steps to enhance privacy protections of nonpublic
personal information for consumers. It requires financial companies to tell
consumers how their financial information is protected, and what a company's
financial information sharing practices are, both within a corporate family and
with unrelated third parties. Companies must inform their customers of their
privacy policies and practices at the start of their business relationship, and
then at least once a year for the duration of the relationship. Companies also
must disclose the types of information that are shared. The privacy protections
under the act became effective November 13, 2000. Financial institutions had
until July 1, 2001, to establish and implement privacy policies. The Company has
implemented new procedures in response to this legislation and believes it has
complied with the requirements of this legislation.

A task force of the NAIC undertook a project to codify a comprehensive set of
statutory insurance accounting rules and regulations. Project results were
approved by the NAIC with an implementation date of January 1, 2001. Many states
in which the Company does business implemented these new rules with the same
effective date as proposed by the NAIC. The Company implemented these new
regulations effective January 1, 2001 as required. Implementation of these new
rules to date has not had a material financial impact on the insurance
subsidiaries financial position or results of operations. The NAIC continues to
modify and amend issue papers regarding codification. The Company will continue
to monitor this issue as changes and new proposals are made.

EMPLOYEES

There are approximately 58 persons who are employed by the Company and its
subsidiaries.

ITEM 2. PROPERTIES

The following table shows a breakout of property, net of accumulated
depreciation, owned and occupied by the Company and the distribution of real
estate by type.

Property owned Amount % of Total
Home Office $ 2,167,317 10%

Investment real estate
Commercial 15,841,887 78%
Residential development 2,384,564 12%
---------- ---
18,226,451 90%
---------- ---
Grand total $20,393,768 100%
========== ====

Total investment real estate holdings represent approximately 6% of the total
assets of the Company net of accumulated depreciation of $169,281 and $307,294
at year-end 2001 and 2000 respectively. The Company owns an office complex in
Springfield, Illinois, which houses the primary insurance operations. The office
buildings contain 57,000 square feet of office and warehouse space. The
properties are carried at $2,167,317. Currently, the facilities occupied by the
Company are adequate relative to the Company's present operations.

Commercial property mainly consists of North Plaza, which owns for investment
purposes, a shopping center in Somerset, Kentucky, approximately 12,000 acres of
timberland in Kentucky, and a 50% partnership interest in an additional 11,000
acres of Kentucky timberland. The timberland is harvested and in various stages
of maturity. The property is carried at $9,350,153.

During the fourth quarter of 2001, UG purchased real estate from an outside
third party through the formation of an LLC in which UG is a two-thirds owner.
The other one-third partner is Millard V. Oakley, who is a Director of both UTG
and FCC. Hampshire Plaza, LLC consists of a twenty story, 254,000 square foot
office tower, an attached 72,000 square foot retail plaza, and an attached
parking garage with approximately 350 parking spaces located in Manchester, New
Hampshire for $6,333,336. The Company plans to invest an additional $2,000,000
over the next few years in order to renovate and improve existing office space
within the building. The intent of these improvements would be made in order to
lease the office space in the near future. A significant portion of existing
office leases expires in early to mid 2002. At December 31, 2001, the property
was carried at $6,491,734.

Residential development property is primarily located in Springfield, Illinois,
and entails several developments, each targeted for a different segment of the
population. These targets include a development primarily for the first time
home buyer, an upscale development for existing homeowners looking for a larger
home, and duplex condominiums for those who desire maintenance free exteriors
and surroundings. The Company's primary focus in the past has been on the
development and sale of lots, with an occasional home construction to help
stimulate interest. During 2000, management determined it would be in the long
term best interests of the Company to discontinue development and attempt to
liquidate the remaining properties.

ITEM 3. LEGAL PROCEEDINGS

David A. Morlan, individually and on behalf of all others similarly situated v.
Universal Guaranty Life Ins., United Trust Assurance Co., United Security
Assurance Co., United Trust Group, Inc. and First Commonwealth Corporation,
(U.S. Court of Appeals for the Seventh Circuit, Appeal No. 01-3795)

On April 26, 1999, the above lawsuit was filed by David Morlan and Louis Black
in the Southern District of Illinois against Universal Guaranty Life Insurance
Company ("UG") and United Trust Assurance Company ("UTAC") (merged into UG in
1992). After the lawsuit was filed, the plaintiffs, who were former insurance
salesmen, amended their complaint, dropped Louis Black as a plaintiff, and added
United Security Assurance Company ("USAC"), UTG and FCC as defendants. The
plaintiffs are alleging that they were employees of UG, UTAC or USAC rather than
independent contractors. The plaintiffs are seeking class action status and have
asked to recover various employee benefits, costs and attorneys' fees, as well
as monetary damages based on the defendants' alleged failure to withhold certain
taxes.

On September 18, 2001, the case was dismissed without prejudice because Morlan
lacked standing to pursue the claims against defendants. The plaintiffs have
appealed the dismissal of the case to the United States Court of Appeals for the
Seventh Circuit.

In addition to the appeal, a second action was filed entitled; Julie Barrette
Ahrens, David Dzuiban, William Milam, David Schneiderman, individually and on
behalf of all others similarly situated vs Universal Guaranty Life, United Trust
Assurance Company, United Security Assurance Company. United States District
Court for the Southern District of Illinois. Case No: 01-4314-JPG.

The Company continues to believe that it has meritorious grounds to defend both
the original and related lawsuit, and it intends to defend the cases vigorously.
The Company believes that the defense and ultimate resolution of the lawsuit
should not have a material adverse effect upon the business, results of
operations or financial condition of the Company. Nevertheless, if the lawsuit
were to be successful, it is likely that such resolution would have a material
adverse effect on the Company's business, results of operations and financial
condition. At December 31, 2001, the Company maintains a liability of $300,000
to cover estimated legal costs associated with the defense of this matter.

ITEM 4. SUBMISSION OF MATTERS OF A VOTE OF SECURITY HOLDERS

None

PART II

ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

The Registrant's common stock was traded on the NASDAQ Stock Market's Small-Cap
Issues system until the Registrant's voluntary de-listing on December 31, 2001.
Until that time, NASDAQ quotations were listed under the symbol UTGI. With the
doubling of annual listing fees beginning in 2002 from previous years by the
NASDAQ, the Registrant's Board of Directors discussed and approved a decision to
voluntarily de-list its common stock from NASDAQ effective at the close of
business on December 31, 2001. The Registrant remains a public company.
Subsequent to December 31, 2001, the Registrant's common stock has traded and
will trade in the over-the-counter market. Over-the-counter quotations can be
obtained with the UTGI stock symbol.

The following table shows the high and low bid quotations for each quarterly
period during the past two years, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.

BID
PERIOD LOW HIGH

2001
First quarter 4.625 6.375
Second quarter 4.510 5.650
Third quarter 5.010 6.600
Fourth quarter 6.100 7.400

BID
PERIOD LOW HIGH

2000
First quarter 8.000 9.000
Second quarter 6.063 8.313
Third quarter 6.250 6.500
Fourth quarter 4.000 6.500

Primary Market Maker is:

J.J.B. Hilliard, W.L. Lyons
800-627-3557

UTG has no current plans to pay dividends on its common stock and intends to
retain all earnings for investment in and growth of the Company's business. The
payment of future dividends, if any, will be determined by the Board of
Directors in light of existing conditions, including the Company's earnings,
financial condition, business conditions and other factors deemed relevant by
the Board of Directors. See Note 2 in the accompanying consolidated financial
statements for information regarding dividend restrictions.

Number of Common Shareholders as of March 1, 2002 is 10,220.

ITEM 6. SELECTED FINANCIAL DATA

FINANCIAL HIGHLIGHTS
(000's omitted, except per share data)
2001 2000 1999 1998 1997
---------- --------- --------- --------- ----------
Premium income
net of reinsurance $ 17,272 $ 19,490 $ 21,581 $ 26,396 $ 28,639
Total revenues $ 33,365 $ 35,747 $ 36,057 $ 40,885 $ 43,992
Net income (loss)* $ 2,440 $ (696) $ 1,076 $ (679) $ (559)
Basic income (loss) per share $ 0.65 $ (0.17) $ 0.38 $ (0.39) $ (0.32)
Total assets $ 329,524 $ 333,620 $ 339,161 $ 343,196 $ 349,300
Total long-term debt $ 4,401 $ 1,817 $ 5,918 $ 9,529 $ 21,460
Dividends paid per share NONE NONE NONE NONE NONE

* Includes equity earnings of investees.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The purpose of this section is to discuss and analyze the Company's consolidated
results of operations, financial condition and liquidity and capital resources.
This analysis should be read in conjunction with the consolidated financial
statements and related notes, which appear elsewhere in this report. The Company
reports financial results on a consolidated basis. The consolidated financial
statements include the accounts of UTG and its subsidiaries at December 31,
2001.

Cautionary Statement Regarding Forward-Looking Statements

Any forward-looking statement contained herein or in any other oral or written
statement by the company or any of its officers, directors or employees is
qualified by the fact that actual results of the company may differ materially
from any such statement due to the following important factors, among other
risks and uncertainties inherent in the Company's business:

1. Prevailing interest rate levels, which may affect the ability of the
Company to sell its products, the market value of the Company's investments
and the lapse ratio of the Company's policies, notwithstanding product
design features intended to enhance persistency of the Company's products.

2. Changes in the federal income tax laws and regulations, which may affect
the relative tax advantages of the Company's products.

3. Changes in the regulation of financial services, including bank sales and
underwriting of insurance products, which may affect the competitive
environment for the Company's products.

4. Other factors affecting the performance of the Company, including, but not
limited to, market conduct claims, regulatory initiatives or changes,
insurance industry insolvencies, stock market performance, and investment
performance.

Results of Operations

(a) Revenues

Premiums and policy fee revenues, net of reinsurance premiums and policy fees,
decreased 11% when comparing 2001 to 2000 and 10% from 2000 to 1999. The Company
currently writes little new business. A majority of the new business currently
written is universal life insurance. Collected premiums on universal life and
interest sensitive products is not reflected in premiums and policy revenues
because accounting principles generally accepted in the United States of America
requires that premiums collected on these types of products be treated as
deposit liabilities rather than revenue. Unless the Company acquires a block of
in-force business or marketing significantly increases on traditional business,
management expects premium revenue to continue to decline at a rate consistent
with prior experience. The Companies' average persistency rate for all policies
in force for 2001 and 2000 has been approximately 91.6% and 89.8%, respectively.
Persistency is a measure of insurance in force retained in relation to the
previous year.

During 2001, the Company implemented a conservation effort in an attempt to
improve the persistency rate of Company policies. Several of the customer
service representatives of the Company have become licensed insurance agents,
allowing them to offer other products within the Company's portfolio to existing
customers. Additionally, stronger efforts have been made in policy retention
through more personal contact with the customer including telephone calls to
discuss alternatives and reasons for a customer's request to surrender their
policy. Previously, the Company's agency force was primarily responsible for
conservation efforts. With the decline in the number of agents, their ability to
reach these customers diminished, making conservation efforts difficult. The
conservation efforts described above are relatively new, but early results are
generally positive. Management will continue to monitor these efforts and make
adjustments as seen appropriate to enhance the future success of the program.
The Company is currently exploring the introduction of a new product to be
specifically used by the licensed customer service representatives as an
alternative to the customer in the conservation efforts. The new product is in
the very preliminary design stage. Introduction of the new product will depend
on the product competitiveness and profitability.

New business production decreased steadily and significantly over the last
several years. New business production in 2001 was only 8.5% of the production
levels in 1996. The Company has not placed a strong emphasis on new business
production in recent years. Costs associated with supporting new business can be
significant. In recent years, the insurance industry as a whole has experienced
a decline in the total number of agents who sell insurance products, therefore
competition has intensified for top producing sales agents. The relatively small
size of the Companies, and the resulting limitations, has made it challenging to
compete in this area. In early 1999, management determined it could no longer
continue to support the costs of new business in light of the declining trend
and no indication it would reverse itself. As such, at that time, existing
agents were allowed to continue marketing Company products, but the Company
significantly reduced home office support and discontinued sales leads to agents
using existing inforce policies.

The Company has considered the feasibility of a marketing opportunity with First
Southern National Bank, an affiliate of UTG's largest shareholder. Management
has considered various products including annuity type products, mortgage
protection products and existing insurance products, as a possibility to market
to all banking customers. This potential is believed to be a viable niche, but
is not expected to produce significant premium writings.

Net investment income decreased 6% when comparing 2001 to 2000 and increased 11%
when comparing 2000 to 1999. During 2000, the Company received $632,000 in
investment earnings from a joint venture real estate development project that
was in its latter stages. The earnings from this activity represent
approximately 4% of the 2000 investment income.

The national prime rate has declined from 9.5% at December 31, 2000 to 4.75% at
December 31, 2001. This has resulted in lower earnings on short-term funds as
well as on longer-term investments acquired.

The overall investment yields for 2001, 2000 and 1999, are 6.39%, 7.01% and
6.45%, respectively.

The Company's investments are generally managed to match related insurance and
policyholder liabilities. The comparison of investment return with insurance or
investment product crediting rates establishes an interest spread. The Company
monitors investment yields, and when necessary adjusts credited interest rates
on its insurance products to preserve targeted interest spreads, ranging from 1%
to 2%. It is expected that monitoring of the interest spreads by management will
provide the necessary margin to adequately provide for associated costs on the
insurance policies the Company currently has in force and will write in the
future. At the March 2001 Board of Directors meeting, the Boards of the
insurance subsidiaries lowered crediting rates one half percent on all products
that could be lowered. With this latest reduction, the vast majority of the
Company's rate-adjustable products are now at their guaranteed minimum rates,
and as such, cannot be lowered any further. These adjustments were in response
to continued declines in interest rates in the marketplace. The decrease is
expected to result in approximately $500,000 in interest crediting savings
annually, when fully implemented. Policy interest crediting rate changes become
effective on an individual policy basis on the next policy anniversary.
Therefore, it will take a full year from the time the change is determined for
the full impact of such change to be realized. The guaranteed minimum crediting
rates on these products range from 3% to 5.5%.

Realized investment gains, net of realized losses, were $436,840, $(260,078) and
$(530,894) in 2001, 2000 and 1999, respectively.

During 2001, the Company sold the West Virginia properties including the former
home office building of APPL, realizing a gain of $217,574. The Company also
sold certain common stocks it had acquired in 2000 and 2001 realizing gains of
$132,760.

During early 1999, the Company re-evaluated its real estate holdings, especially
those properties acquired through acquisitions of other companies and mortgage
loan foreclosures, and determined it would be in the long term interest of the
Company to dispose of certain of these parcels. Parcels targeted for sale were
generally non-income or low income producing and located in parts of the country
where management has little other reason to travel.

During 2000, real estate accounted for almost all of the realized gain and loss
activity. By third quarter of 2000, the Company had sold the remaining real
estate properties identified for disposal in prior years. The Company recorded
net realized gains of $728,000 from these sales. By fourth quarter 2000,
remaining real estate consisted of the North Plaza holdings and development real
estate located in Springfield, IL. In December 2000, management studied its
development properties, analyzing such issues as remaining time to fully develop
without over saturation, historic sales trends, management time and resources to
continue development and other alternatives such as modifying current plans or
discontinuing entirely. Management determined it would be in the long term best
interests of the Company to discontinue development and attempt to liquidate the
remaining properties. As such, a realized loss of $913,000 was recorded in
December 2000 to reduce the book value of these properties to the amount
management determined it would accept net of selling costs to facilitate
liquidation. During the fourth quarter of 2000, the Company recorded a $170,000
increase to the allowance maintained for potential mortgage loan losses.

Approximately 99% of the realized loss in 1999 were from two parcels of real
estate. In June 1999, the Company sold its shopping center in Gulfport, MS
realizing a loss on sale of $401,000. This property was originally acquired
through the foreclosure of a mortgage loan. The property was income producing,
but due to the distance from the Company's headquarters, was difficult to manage
and required the use of an outside property manager. Given this circumstance and
the eventual need for updates and improvements, the Company determined it was in
its best long-term interest to sell the property. At year-end the Company wrote
down another parcel of real estate $178,000 that it determined to attempt to and
ultimately did sell during 2000. The write down was the result of Management's
determination of the amount it would be willing to accept for the property. The
Company had other gains and losses during the periods that comprised the
remaining amounts reported but were immaterial on an individual basis.

On June 1, 2001, the Company began performing administrative work as a third
party administrator ("TPA") for an unaffiliated life insurance company. The
business being administered is a closed block with approximately 260,000
policies, a majority of which are paid up. The Company receives monthly fees
based on policy in force counts and certain other activity indicators such as
number of premium collections performed. During 2001, the Company received
$299,905 for this work. These TPA revenue fees are included in the line item
"other income" on the Company's consolidated statements of operations. The
Company intends to pursue other TPA arrangements. Management believes it is a
good source of generating additional revenues while utilizing the Company's
strength, excess capacity and efficient administrative services.

(b) Expenses

Benefits, claims and settlement expenses net of reinsurance benefits and claims,
decreased 12% in 2001 as compared to 2000 and increased 5% in 2000 as compared
to 1999. The decrease in premium revenues from normal policy terminations
resulted in lower benefit reserve increases in each of the periods presented
compared to the previous period. Fluctuations in death claim experience from
year to year typically has a significant impact on variances in this line item.
Death claims were $1,636,000 less in 2001 than in 2000 and $2,574,000 greater in
2000 than in 1999. There is no single event that caused the mortality variances.
Policy claims vary from year to year and therefore, fluctuations in mortality
are to be expected and are not considered unusual by management. At the March
1999 Board of Directors meeting, the Boards of the insurance subsidiaries
lowered crediting rates one half percent on all products that could be lowered.
The change resulted in interest crediting reductions of approximately $600,000
per year. In March 2001, the Boards of the insurance subsidiaries lowered
crediting rates one-half percent on all rate-adjustable products that could be
lowered. With this latest reduction the vast majority of the Company's
rate-adjustable products have been lowered to their guaranteed minimum rates,
and as such, cannot be lowered any further. The decrease is expected to result
in approximately $500,000 in interest crediting savings annually, when fully
implemented. These adjustments were in response to continued declines in
interest rates in the marketplace. Policy interest crediting rate changes become
effective on an individual policy basis on the next policy anniversary.
Therefore, it will take a full year from the time the change is determined for
the full impact of such change to be realized.

Commissions and amortization of deferred policy acquisition costs decreased 40%
in 2001 compared to 2000 and decreased 28% in 2000 compared to 1999. The Company
performs actuarial analysis of the recoverability of the asset based on current
trends and known events compared to assumptions used in the establishment of the
original asset. No impairments were recorded in 2001 or 2000.

Amortization of cost of insurance acquired decreased 1% in 2001 compared to 2000
and decreased 14% in 2000 compared to 1999. Cost of insurance acquired is
established when an insurance company is acquired. The Company assigns a portion
of its cost to the right to receive future cash flows from insurance contracts
existing at the date of the acquisition. The cost of policies purchased
represents the actuarially determined present value of the projected future cash
flows from the acquired policies. Cost of insurance acquired is comprised of
individual life insurance products including whole life, interest sensitive
whole life and universal life insurance products. Cost of insurance acquired is
amortized with interest in relation to expected future profits, including direct
charge-offs for any excess of the unamortized asset over the projected future
profits. The interest rates utilized in the amortization calculation are 9% on
approximately 25% of the balance and 15% on the remaining balance. The interest
rates vary due to risk analysis performed at the time of acquisition on the
business acquired. The amortization is adjusted retrospectively when estimates
of current or future gross profits to be realized from a group of products are
revised. The Company did not have any charge-offs during the periods covered by
this report. Amortization of cost of insurance acquired is particularly
sensitive to changes in persistency of certain blocks of insurance in-force.
Persistency is a measure of insurance in force retained in relation to the
previous year. The Company's average persistency rate for all policies in force
for 2001, 2000 and 1999 has been approximately 91.6%, 89.8% and 89.4%,
respectively.

Operating expenses decreased 36% in 2001 compared to 2000 and increased 34% in
2000 compared to 1999. During the fourth quarter of 2000, Mr. Jess Correll as
Board Chairman, requested the resignation of James E. Melville as President of
UTG and its subsidiaries. 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, and the termination of James E. Melville as
an officer or agent of United Trust Group, Inc. and all of its subsidiaries were
approved by the Boards of Directors of each of the companies. 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. A $500,000 accrual was also
established at year-end 2000 for estimated legal costs associated with the
defense of a legal matter. See Item 3 legal proceedings for a more complete
analysis of this matter. During the third quarter 2000, the Company settled a
legal matter for $550,000 and incurred an additional $150,000 in legal fees. At
the March 27, 2000 Board of Directors meeting, United Trust Group, Inc. and each
of its affiliates accepted the resignation of Larry E. Ryherd as Chairman of the
Board of Directors and Chief Executive Officer. Mr. Ryherd had 28 months
remaining on an employment contract with the Company at the end of March 2000.
As such, a charge of $933,000 was incurred in first quarter 2000 for the
remainder of this contract. Exclusive of the above accruals, operating expenses
declined 13% in 2001 compared to 2000 and declined 2% in 2000 compared to 1999,
primarily as the result of lower salary and related employee costs.

During the fourth quarter of 1999, the Company transferred the policy
administration functions of its insurance subsidiary APPL from Huntington, WV to
its Springfield, IL location. The transfer was completed to reduce operating
costs. APPL policy administration was then converted to the same computer system
used to administer the other insurance subsidiaries. Following the transfer and
system conversion, all insurance administration is located at the Springfield,
IL office and administered on the same computer system. This action resulted in
cost savings of approximately $250,000 per year in administrative costs. During
2001, the Company transferred all remaining functions from Huntington, WV to the
Springfield, IL location and sold the West Virginia property. The closing of the
Huntington office resulted in approximately $250,000 per year in operating
expense savings.

Interest expense declined 13% comparing 2001 to 2000 and declined 41% comparing
2000 to 1999. The Company repaid $1,302,495, $1,540,800 and $3,149,369 in
outside debt in 2001, 2000 and 1999 respectively, through operating cashflows
and dividends from UG to FCC. In April 2001, the Company issued $3,885,996 in
new debt to purchase common stock owned primarily by James E. Melville and Larry
E. Ryherd, two former officers and directors of the Company and their respective
families. On July 31, 2000, $2,560,000 in convertible debt of UTG held by First
Southern was converted to equity. At December 31, 2001, UTG had $4,400,670 in
notes payable. The remaining debt bears interest at a fixed rate of 7% on 88% of
the debt and a floating rate of 1% under prime on 12% of the debt. Principal
payments of $777,199 are due annually over the next five years. Management
believes overall sources available are more than adequate to service this debt.
These sources include current cash balances of UTG, expected future operating
cashflows and repayment of affiliate receivables held by UTG.

Deferred taxes are established to recognize future tax effects attributable to
temporary differences between the financial statements and the tax return. As
these differences are realized in the financial statement or tax return, the
deferred income tax established on the difference is recognized in the financial
statements as an income tax expense or credit.

The Company had a net income (loss) of $2,439,573, $(696,426) and $1,075,909 in
2001, 2000 and 1999 respectively. Significant one time charges and accruals to
operating expenses combined with an increase in death claims during 2000 were
the primary differences in the 2001 to 2000 results. The Company continues to
monitor and adjust those items within its control.

Financial Condition

(a) Assets

Investments are the largest asset group of the Company. The Company's insurance
subsidiaries are regulated by insurance statutes and regulations as to the type
of investments that they are permitted to make and the amount of funds that may
be used for any one type of investment. In light of these statutes and
regulations, and the Company's business and investment strategy, the Company
generally seeks to invest in United States government and government agency
securities and other high quality low risk investments.

The Company does not own any derivative investments or "junk bonds". As of
December 31, 2001, the carrying value of fixed maturity securities in default as
to principal or interest was immaterial in the context of consolidated assets or
shareholders' equity. The Company has identified securities it may sell and
classified them as "investments held for sale". Investments held for sale are
carried at market, with changes in market value charged directly to
shareholders' equity. To provide additional flexibility and liquidity, the
Company has categorized almost all fixed maturity investments acquired in 2000
and 2001 as available for sale. It was determined it would be in the Company's
best financial interest to classify these new purchases as available for sale to
provide additional liquidity and flexibility.

The following table summarizes the Company's fixed maturities distribution at
December 31, 2001 and 2000 by ratings category as issued by Standard and Poor's,
a leading ratings analyst.

In 1999, the Company began investing more of its funds in mortgage loans. This
is the result of its affiliation with FSNB. FSNB has been able to provide the
Company with additional expertise and experience in underwriting commercial and
residential mortgage loans, which provide more attractive yields than the
traditional bond market. During 2001 and 2000, the Company issued approximately
$4,535,000 and $21,863,000 respectively, in new mortgage loans. These new loans
were generated through FSNB and its personnel and funded by the Company through
participation agreements with FSNB. FSNB services the loans covered by these
participation agreements. The Company pays FSNB 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. All mortgage loans held by the Company are first position loans. The
Company has one loan totaling $28,536 that is in default and in the process of
foreclosure at December 31, 2001.

Investment real estate holdings represent approximately 5.5% of the total assets
of the Company. Total investment real estate is separated into two categories:
Commercial 87% and Residential Development 13%. During 2001, UG acquired a
two-thirds interest in a parcel of commercial real estate located in New
Hampshire. The property is a 20 story office building including a parking garage
and a connected enclosed retail mall all totaling 326,610 square feet. The
property was acquired for investment purposes and had a carrying value at
December 31, 2001 of $6,491,734.

Policy loans remained consistent for the periods presented. Industry experience
for policy loans indicates few policy loans are ever repaid by the policyholder
other than through termination of the policy. Policy loans are systematically
reviewed to ensure that no individual policy loan exceeds the underlying cash
value of the policy.

Deferred policy acquisition costs decreased 21% in 2001 compared to 2000.
Deferred policy acquisition costs, which vary with, and are primarily related to
producing new business, are referred to as ("DAC"). DAC consists primarily of
commissions and certain costs of policy issuance and underwriting, net of fees
charged to the policy in excess of ultimate fees charged. To the extent these
costs are recoverable from future profits, the Company defers these costs and
amortizes them with interest in relation to the present value of expected gross
profits from the contracts, discounted using the interest rate credited by the
policy. The Company had $167,000 in policy acquisition costs deferred, $76,000
in interest accretion and $1,083,577 in amortization in 2000.

Cost of insurance acquired decreased 4% in 2001 compared to 2000. At December
31, 2001, cost of insurance acquired was $33,666,336 and amortization totaled
$1,572,920 for the year. When an insurance company is acquired, the Company
assigns a portion of its cost to the right to receive future cash flows from
insurance contracts existing at the date of the acquisition. The cost of
policies purchased represents the actuarially determined present value of the
projected future cash flows from the acquired policies. Cost of insurance
acquired is amortized with interest in relation to expected future profits,
including direct charge-offs for any excess of the unamortized asset over the
projected future profits.

(b) Liabilities

Total liabilities decreased 1% in 2001 compared to 2000. Policy liabilities and
accruals, which represents approximately 92% of total liabilities, decreased
slightly from the prior year. The decline is attributable to a shrinking policy
base and declining new business production.

Notes payable increased 142% in 2001 compared to 2000. At December 31, 2001, UTG
had $4,400,670 in notes payable. During 2001, the Company repaid $1,302,495 of
its debt. In April 2001, the Company issued $3,885,996 in new debt in exchange
for the acquisition of UTG and FCC common stock. This debt bears interest at a
fixed rate of 7% per annum with payments of principal to be made in five equal
installments due until maturity in 2006. Other remaining debt of $514,674 bears
interest at a floating rate of 1% under prime, with no principal payments due
until its maturity in 2012. Management believes overall sources available are
more than adequate to service this debt. These sources include current cash
balances of UTG, expected future operating cashflows and repayment of affiliate
receivables held by UTG. The Company's long-term debt is discussed in more
detail in Note 11 of the Notes to the Financial Statements.

Total shareholders' equity decreased 4% in 2001 compared to 2000. This is
primarily due to the UTG acquisition of its common stock in April of 2001 from
two former officers and directors of the Company and their respective families.
Income during the year of $2,439,573 and unrealized gains on investments held
for sale of $573,457 also influenced total shareholders' equity.

Liquidity and Capital Resources

The Company has three principal needs for cash - the insurance companies'
contractual obligations to policyholders, the payment of operating expenses and
the servicing of its long-term debt. Cash and cash equivalents as a percentage
of total assets were 5% as of December 31, 2001 and 2000, respectively. Fixed
maturities as a percentage of total invested assets were 74% and 71% as of
December 31, 2001 and 2000, respectively.

Future policy benefits are primarily long-term in nature and therefore, the
Company's investments are predominantly in long-term fixed maturity investments
such as bonds and mortgage loans which provide sufficient return to cover these
obligations. The Company has the ability and intent to hold these investments to
maturity; consequently, the Company's investment in long-term fixed maturities
is reported in the financial statements at their amortized cost.

Many of the Company's products contain surrender charges and other features
which reward persistency and penalize the early withdrawal of funds. With
respect to such products, surrender charges are generally sufficient to cover
the Company's unamortized deferred policy acquisition costs with respect to the
policy being surrendered.

Cash provided by (used in) operating activities was $1,365,047, $(2,155,491)and
$(627,939) in 2001, 2000 and 1999, respectively. Reporting regulations require
cash inflows and outflows from universal life insurance products to be shown as
financing activities when reporting on cash flows. The net cash provided by
(used in) operating activities plus policyholder contract deposits less
policyholder contract withdrawals equaled $3,384,557 in 2001, $(393,571) in 2000
and $2,325,455 in 1999. Management utilizes this measurement of cash flows as an
indicator of the performance of the Company's insurance operations.

Cash provided by (used in) investing activities was $138,994, $(3,940,958) and
$(4,928,225), for 2001, 2000 and 1999, respectively. The most significant aspect
of cash provided by (used in) investing activities are the fixed maturity
transactions. Fixed maturities account for 81%, 42% and 68% of the total cost of
investments acquired in 2001, 2000 and 1999, respectively. The Company has not
directed its investable funds to so-called "junk bonds" or derivative
investments.

Net cash provided by (used in) financing activities was $(1,091,769), $133,721
and $205,505 for 2001, 2000 and 1999, respectively. The Company continues to pay
down on its outstanding debt. Such payments are included within this category.
In addition, during 2001 the board of directors of the Company authorized a
repurchase program of UTG's common stock. Such transactions are included in this
category as well.

Policyholder contract deposits decreased 11% in 2001 compared to 2000, and
decreased 10% in 2000 when compared to 1999. The decrease in policyholder
contract deposits relates to the decline in new business production experienced
in the last few years by the Company. Policyholder contract withdrawals have
decreased 15% in 2001 compared to 2000, and decreased 2% in 2000 compared to
1999. The change in policyholder contract withdrawals is not attributable to any
one significant event. Factors that influence policyholder contract withdrawals
are fluctuation of interest rates, competition and other economic factors.

At December 31, 2001, the Company had a total of $4,400,670 in long-term debt
outstanding. In April 2001, the Company issued $3,885,996 in new debt in
exchange for the acquisition of UTG and FCC common stock. This debt bears
interest at a rate of 7% per annum with payments of principal to be made in five
equal installments due until maturity in 2006. The remaining debt of $514,674
bears interest at a floating rate of 1% below prime with no principal payments
due until its maturity in 2012. Management believes overall sources available
are more than adequate to service this debt. These sources include current cash
balances of UTG, expected future operating cashflows and repayment of affiliate
receivables held by UTG. The proposed merger of UTG and FCC will result in the
addition of approximately $2.5 million in additional debt through draws on a
line of credit. Interest on this debt will accrue at a floating rate equal to
prime.

Contractual obligations on the Company's long-term debt require total payments
of $2,331,598 due in 1-3 years, $1,554,399 due in 4-5 years and $514,674 due
after 5 years. In November 2001, the Company established a one-year $3,300,000
line of credit with the First National Bank of the Cumberlands (see note 11c. to
the financial statements). To date, the Company has no borrowings or obligations
attributable to this line of credit. Should the Company draw on this
line-of-credit, interest would accrue at a floating rate equal to prime and any
principal balance owed would be payable on November 15, 2002.

On November 20, 1998, FSF and affiliates acquired 929,904 shares of common stock
of UTG from UTG and certain UTG shareholders. As consideration for the shares,
FSF paid UTG $10,999,995 and certain shareholders of UTG $999,990 in cash.
Included in the stock acquisition agreement is an earnings covenant whereby UTG
warrants UTG and its subsidiaries and affiliates will have future earnings of at
least $30,000,000 for a five-year period beginning January 1, 1998. Such
earnings are computed based on statutory results excluding inter-company
activities such as inter-company dividends plus realized and unrealized gains
and losses on real estate, mortgage loans and unaffiliated common stocks. At the
end of the covenant period, an adjustment is to be made equal to the difference
between the then market value and statutory carrying value of real estate still
owned that existed at the beginning of the covenant period. Should UTG not meet
the covenant requirements, any shortfall will first be reduced by the actual
average tax rate for UTG for the period, then will be further reduced by
one-half of the percentage, if any, representing UTG's ownership percentage of
the insurance company subsidiaries. This result will then be reduced by
$250,000. The remaining amount will be paid by UTG in the form of UTG common
stock valued at $15.00 per share with a maximum number of shares to be issued of
500,000. However, there shall be no limit to the number of shares transferred to
the extent that there are legal fees, settlements, damage payments or other
losses as a result of certain legal action taken. The price and number of shares
shall be adjusted for any applicable stock splits, stock dividends or other
recapitalizations. At December 31, 2001, the Company had total earnings of
$14,505,204 applicable to this covenant. With one year remaining on the
covenant, it appears highly unlikely UTG will meet the earnings requirements,
resulting in UTG being required to issue additional shares to FSF or its
assigns. Combining current results with management's expectation for 2002, it
appears at this time UTG will be required to issue 500,000 shares at December
31, 2002 to satisfy this covenant.

UTG is a holding company that has no day to day operations of its own. Funds
required to meet its expenses, generally costs associated with maintaining the
company in good standing with states in which it does business, are primarily
provided by its subsidiaries. On a parent only basis, UTG's cash flow is
dependent on its earnings received on invested assets (primarily notes
receivable from FCC) and cash balances. At December 31, 2001, substantially all
of the consolidated shareholders equity represents net assets of its
subsidiaries and receivables from its subsidiaries. The Company's insurance
subsidiaries have maintained adequate statutory capital and surplus and have not
used surplus relief or financial reinsurance, which have come under scrutiny by
many state insurance departments. The payment of cash dividends to shareholders
is not legally restricted. However, the state insurance department regulates
insurance company dividend payments where the company is domiciled. UTG is the
ultimate parent of UG through ownership of FCC. UG can not pay a dividend
directly to UTG due to the ownership structure. However, if UG paid a dividend
to its direct parent, FCC, and FCC paid a dividend equal to the amount it
received, UTG would receive 82% of the original dividend paid by UG. Please
refer to Note 1 of the Notes to the Consolidated Financial Statements. UG's
dividend limitations are described below without effect of the ownership
structure.

Ohio domiciled insurance companies require five days prior notification to the
insurance commissioner for the payment of an ordinary dividend. Ordinary
dividends are defined as the greater of: a) prior year statutory earnings or b)
10% of statutory capital and surplus. For the year ended December 31, 2001, UG
had a statutory gain from operations of $2,212,215. At December 31, 2001, UG's
statutory capital and surplus amounted to $16,105,265. Extraordinary dividends
(amounts in excess of ordinary dividend limitations) require prior approval of
the insurance commissioner and are not restricted to a specific calculation. UG
paid ordinary dividends of $1,400,000 to FCC during 2001.

A life insurance company's statutory capital is computed according to rules
prescribed by the National Association of Insurance Commissioners ("NAIC"), as
modified by the insurance company's state of domicile. Statutory accounting
rules are different from accounting principles generally accepted in the United
States of America and are intended to reflect a more conservative view by, for
example, requiring immediate expensing of policy acquisition costs. The
achievement of long-term growth will require growth in the statutory capital of
the Company's insurance subsidiaries. The subsidiaries may secure additional
statutory capital through various sources, such as internally generated
statutory earnings or equity contributions by the Company from funds generated
through debt or equity offerings.

Ratio of Total Adjusted Capital to
Authorized Control Level RBC
Regulatory Event (Less Than or Equal to)
---------------- -----------------------
Company action level 2*
Regulatory action level 1.5
Authorized control level 1
Mandatory control level 0.7
* Or, 2.5 with negative trend.

At December 31, 2001, each of the insurance subsidiaries has a Ratio that is in
excess of 4, which is 400% of the authorized control level; accordingly the
insurance subsidiaries meet the RBC requirements.

The Company is not aware of any litigation that will have a material adverse
effect on the financial position of the Company. In addition, the Company does
not believe that the regulatory initiatives currently under consideration by
various regulatory agencies will have a material adverse impact on the Company.
The Company is not aware of any material pending or threatened regulatory action
with respect to the Company or any of its subsidiaries. The Company does not
believe that any insurance guaranty fund assessments will be materially
different from amounts already provided for in the financial statements.

Management believes the overall sources of liquidity available will be
sufficient to satisfy its financial obligations.

REGULATORY ENVIRONMENT

* Or, 2.5 with negative trend.

During 2000, Congress passed the Gramm-Leach-Bliley Financial Services
Modernization Act, which requires financial institutions, including all
insurers, to take certain steps to enhance privacy protections of nonpublic
personal information for consumers. The law is one of the most sweeping systems
of privacy protection and regulation ever imposed in our nation's history. It
requires financial companies to tell consumers how their financial information
is protected, and what a company's financial information sharing practices are,
both within a corporate family and with unrelated third parties. Companies must
inform their customers of their privacy policies and practices at the start of
their business relationship, and then at least once a year for the duration of
the relationship. Companies also must disclose the types of information that are
shared. The privacy protections under the act became effective November 13,
2000. Financial institutions had until July 1, 2001, to establish and implement
privacy policies. The Company has implemented new procedures and complied with
the requirements of this legislation.

A task force of the NAIC undertook a project to codify a comprehensive set of
statutory insurance accounting rules and regulations. Project results were
approved by the NAIC with an implementation date of January 1, 2001. Many states
in which the Company does business implemented these new rules with the same
effective date as proposed by the NAIC. The Company implemented these new
regulations effective January 1, 2001 as required. Implementation of these new
rules did not have a material financial impact on the insurance subsidiaries
financial position or results of operations. The NAIC continues to modify and
amend issue papers regarding codification. The Company will continue to monitor
this issue as changes and new proposals are made.

ACCOUNTING AND LEGAL DEVELOPMENTS

The Financial Accounting Standards Board ("FASB") has issued Statement No. 141,
Business Combinations, Statement No. 142, Goodwill and Other Intangible Assets,
Statement No. 143, Accounting for Asset Retirement Obligations, and Statement
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.

Statement 141 improves the transparency of accounting and reporting for business
combinations by requiring that all business combinations be accounted for under
a single method - the purchase method. Use of the pooling-of-interests method is
no longer permitted. Statement 141 requires that the purchase method be used for
business combinations initiated after June 30, 2001. The adoption of Statement
141 did not affect the Company's financial position or results of operations,
since the Company has had no such business combinations during the reporting
period.

Statement 142 requires that goodwill no longer be amortized to earnings, but
instead be reviewed for impairment. This change provides investors with greater
transparency regarding the economic value of goodwill and its impact on
earnings. The amortization of goodwill ceased for the Company upon the adoption
of the statement at January 1, 2002. The adoption of Statement 142 will result
in an expense reduction of approximately $90,000 per year, subject to any
impairment write-down that might arise from a management review.

Statement 143 requires entities to record the fair value of a liability for an
asset retirement obligation in the period in which it is incurred. When the
liability is initially recorded, the entity capitalizes a cost by increasing the
carrying amount of the related long-lived asset. Over time, the liability is
accreted to its present value each period, and the capitalized cost is
depreciated over the useful life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its recorded amount or
incurs a gain or loss upon settlement. The standard is effective for fiscal
years beginning after June 15, 2002. The adoption of Statement 143 will not
affect the Company's financial position or results of operations, since the
Company has no such asset retirement obligations.

Statement 144 requires that one accounting model be used for long-lived assets
to be disposed of by sale, whether previously held and used or newly acquired,
and broadens the presentation of discontinued operations to include more
disposal transactions. In addition, this statement requires entities to
recognize an impairment loss if the carrying amount of a long-lived asset is not
recoverable from its undiscounted cash flows, and to measure an impairment loss
as the difference between the carrying amount and fair value of the asset. This
statement removes any previous requirements to allocate goodwill to long-lived
assets to be tested for impairment, and it further prescribes a
probability-weighted cash flow estimation approach to deal with situations in
which alternative courses of action to recover the carrying amount of a
long-lived asset are under consideration. The provisions of this Statement are
effective for financial statements issued for fiscal years beginning after
December 15, 2001. The adoption of Statement 144 will not affect the Company's
financial position or results of operations, since the Company has no such
disposals or impairments to long-lived assets.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Listed below are the financial statements included in this Part of the Annual
Report on SEC Form 10-K:

Page No.
UNITED TRUST GROUP, INC. AND CONSOLIDATED SUBSIDIARIES

Independent Auditors' Report for the
Years ended December 31, 2001, 2000, 1999.................................32

Consolidated Balance Sheets...............................................33

Consolidated Statements of Operations.....................................34

Consolidated Statements of Shareholders' Equity...........................35

Consolidated Statements of Cash Flows.....................................36

Notes to Consolidated Financial Statements............................ 37-64

Independent Auditors' Report

Board of Directors and Shareholders
UNITED TRUST GROUP, INC.

We have audited the accompanying consolidated balance sheets of UNITED
TRUST GROUP, INC. (an Illinois corporation) and subsidiaries as of December 31,
2001 and 2000, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the three years in the period
ended December 31, 2001. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of UNITED TRUST
GROUP, INC. and subsidiaries as of December 31, 2001 and 2000, and the
consolidated results of their operations and their consolidated cash flows for
each of the three years in the period ended December 31, 2001, in conformity
with accounting principles generally accepted in the United States of America.

We have also audited Schedule I as of December 31, 2001, and Schedules II,
IV and V as of December 31, 2001 and 2000, of UNITED TRUST GROUP, INC. and
subsidiaries and Schedules II, IV and V for each of the three years in the
period then ended. In our opinion, these schedules present fairly, in all
material respects, the information required to be set forth therein.

KERBER, ECK & BRAECKEL LLP

Springfield, Illinois
March 13, 2002

UNITED TRUST GROUP, INC.
CONSOLIDATED BALANCE SHEETS
As of December 31, 2001 and 2000

ASSETS
2001 2000
------------ ------------
Investments:
Fixed maturities held to maturity, at amortized cost
(market $77,725,410 and $122,623,563) $ 75,005,395 $ 121,922,963
Investments held for sale:
Fixed maturities, at market (cost $97,584,094 and $42,914,186) 98,628,440 43,128,280
Equity securities, at market (cost $3,937,812 and $5,509,132) 3,852,716 5,129,571
Mortgage loans on real estate at amortized cost 23,386,895 32,896,671
Investment real estate, at cost, net of accumulated depreciation 18,226,451 13,296,245
Policy loans 13,608,456 14,090,900
Short-term investments 581,382 1,686,397
------------ ------------
233,289,735 232,151,027

Cash and cash equivalents 15,477,348 15,065,076
Accrued investment income 3,002,860 3,482,036
Reinsurance receivables:
Future policy benefits 33,776,688 35,083,244
Policy claims and other benefits 4,042,779 3,911,258
Cost of insurance acquired 33,666,336 35,239,256
Deferred policy acquisition costs 3,107,919 3,948,496
Cost in excess of net assets purchased,
net of accumulated amortization 345,779 1,118,525
Property and equipment, net of accumulated depreciation 2,459,117 2,762,619
Income taxes receivable, current 215,865 178,335
Other assets 139,245 680,239
------------ ------------
Total assets $ 329,523,671 $ 333,620,111
============ ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Policy liabilities and accruals:
Future policy benefits $ 236,449,241 $ 240,238,991
Policy claims and benefits payable 2,781,920 2,639,248
Other policyholder funds 1,255,990 1,445,857
Dividend and endowment accumulations 13,055,024 13,515,427
Deferred income taxes 13,569,523 12,056,497
Notes payable 4,400,670 1,817,169
Other liabilities 5,465,896 6,292,841
------------ ------------
Total liabilities 276,978,264 278,006,030
------------ ------------
Minority interests in consolidated subsidiaries 7,771,793 8,899,648
------------ ------------

Shareholders' equity:
Common stock - no par value, stated value $.02 per share.
Authorized 7,000,000 shares - 3,549,791 and 4,175,066 shares issued
and outstanding after deducting treasury shares of 75,236 and 47,507 70,996 83,501
Additional paid-in capital 42,789,636 47,730,980
Retained earnings (accumulated deficit) 1,004,238 (1,435,335)
Accumulated other comprehensive income 908,744 335,287
------------ ------------
Total shareholders' equity 44,773,614 46,714,433
------------ ------------
Total liabilities and shareholders' equity $ 329,523,671 $ 333,620,111
============ ============

See accompanying notes.

UNITED TRUST GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Years Ended December 31, 2001

2001 2000 1999
------------- ------------- -------------

Revenues:

Premiums and policy fees $ 20,444,514 $ 23,045,858 $ 25,559,708
Reinsurance premiums and policy fees (3,172,098) (3,556,172) (3,978,565)
Net investment income 15,067,059 16,085,833 14,529,537
Realized investment gains(losses), net 436,840 (260,078) (530,894)
Other income 589,017 431,682 477,325
------------- ------------- -------------
33,365,332 35,747,123 36,057,111

Benefits and other expenses:

Benefits, claims and settlement expenses:
Life 19,614,470 23,440,711 22,338,042
Reinsurance benefits and claims (2,349,102) (3,376,091) (3,610,459)
Annuity 1,244,663 1,210,783 1,390,592
Dividends to policyholders 1,015,055 1,003,954 1,170,710
Commissions and amortization of deferred
policy acquisition costs 1,262,974 2,089,313 2,893,898
Amortization of cost of insurance acquired 1,572,920 1,592,812 1,847,754
Operating expenses 6,485,691 10,115,786 7,533,374
Interest expense 326,499 376,924 637,647
------------- ------------- -------------
29,173,170 36,454,192 34,201,558
------------- ------------- -------------

Income (loss) before income taxes, minority
interest and equity in income (loss) of investees 4,192,162 (707,069) 1,855,553
Income tax expense (1,181,133) (228,783) (690,454)
Minority interest in (income) loss
of consolidated subsidiaries (571,456) 239,426 (142,745)
Equity in income of investees 0 0 53,555
------------- ------------- -------------

Net income (loss) $ 2,439,573 $ (696,426)$ 1,075,909
============= ============= =============

Basic income (loss) per share from continuing
operations and net income (loss) $ 0.65 $ (0.17)$ 0.38
============= ============= =============

Diluted income (loss) per share from continuing
operations and net income (loss) $ 0.65 $ (0.17)$ 0.38
============= ============= =============

Basic weighted average shares outstanding 3,733,432 4,056,439 2,839,703
============= ============= =============

Diluted weighted average shares outstanding 3,733,432 4,056,439 2,839,934
============= ============= =============

See accompanying notes.

UNITED TRUST GROUP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Three Years Ended December 31, 2001

2001 2000 1999
------------------------- ------------------------- -------------------------

Common stock
Balance, beginning of year $ 83,501 $ 79,405 $ 49,809
Issued during year 0 4,096 29,986
Treasury shares acquired (555) 0 (390)
Retired during year (11,950) 0 0
----------- ----------- -----------
Balance, end of year $ 70,996 $ 83,501 $ 79,405
=========== =========== ===========

Additional paid-in capital
Balance, beginning of year $ 47,730,980 $ 45,175,076 $ 27,403,172
Issued during year 0 2,555,904 17,921,469
Treasury shares acquired (172,927) 0 (149,565)
Retired during year (4,768,417) 0 0
----------- ----------- -----------
Balance, end of year $ 42,789,636 $ 47,730,980 $ 45,175,076
=========== =========== ===========

Retained earnings (accumulated deficit)
Balance, beginning of year $ (1,435,335) $ (738,909) $ (1,814,818)
Net income (loss) 2,439,573 $ 2,439,573 (696,426) $ (696,426) 1,075,909 $ 1,075,909
----------- ----------- -----------
Balance, end of year $ 1,004,238 $ (1,435,335) $ (738,909)
=========== =========== ===========

Accumulated other comprehensive
income (deficit)
Balance, beginning of year $ 335,287 $ (1,138,900) $ (276,852)
Other comprehensive income (deficit)
Unrealized holding gain (loss)
on securities net of minority interest
and reclassification adjustment 573,457 573,457 1,474,187 1,474,187 (862,048) (862,048)
----------- ----------- ----------- ----------- ----------- ------------
Comprehensive income $ 3,013,030 $ 777,761 $ 213,861
=========== =========== ============
Balance, end of year $ 908,744 $ 335,287 $ (1,138,900)
=========== =========== ===========

Total shareholders' equity, end of year $ 44,773,614 $ 46,714,433 $ 43,376,672
=========== =========== ===========

See accompanying notes.

UNITED TRUST GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Years Ended December 31, 2001

2001 2000 1999
------------ ------------ -----------
Increase (decrease) in cash and cash equivalents
Cash flows from operating activities:
Net income (loss) $ 2,439,573 $ (696,426) $ 1,075,909
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating
activities net of changes in assets and liabilities
resulting from the sales and purchases of subsidiaries:
Amortization/accretion of fixed maturities 150,579 152,917 489,491
Realized investment (gains) losses, net (436,840) 260,078 530,894
Amortization of deferred policy acquisition costs 1,007,577 1,452,040 1,917,012
Amortization of cost of insurance acquired 1,572,920 1,592,812 1,847,754
Amortization of costs in excess of net assets purchased 90,000 90,000 90,000
Depreciation 436,216 505,221 507,771
Minority interest 571,456 (239,426) 142,745
Charges for mortality and administration
of universal life and annuity products (9,344,711) (10,151,024) (10,696,014)
Interest credited to account balances 5,749,098 6,109,491 6,300,667
Equity in income of investees 0 0 (53,555)
Policy acquisition costs deferred (141,000) (273,000) (720,000)
Change in accrued investment income 479,176 (22,275) 123,747
Change in reinsurance receivables 1,175,305 928,890 606,509
Change in policy liabilities and accruals (2,721,245) (3,647,101) (2,218,519)
Change in income taxes payable 1,090,064 399,435 127,588
Change in indebtedness to affiliates, net 0 0 (1,287)
Change in other assets and liabilities, net (753,121) 1,382,877 (698,651)
------------ ------------ -----------
Net cash provided by (used in) operating activities 1,365,047 (2,155,491) (627,939)
------------ ------------ -----------

Cash flows from investing activities:
Proceeds from investments sold and matured:
Fixed maturities held for sale 27,205,225 5,607,700 1,430,000
Fixed maturities matured 50,952,814 27,103,149 31,032,290
Equity securities 6,312,727 189,270 0
Mortgage loans 14,738,313 4,279,622 4,765,678
Real estate 2,135,472 4,743,146 2,705,093
Policy loans 2,912,296 2,918,627 3,169,753
Other long-term investments 0 906,278 0
Short-term 2,229,528 1,042,826 1,336,251
------------ ------------ -----------
Total proceeds from investments sold and matured 106,486,375 46,790,618 44,439,065
Cost of investments acquired:
Fixed maturities held for sale (84,801,095) (19,996,972) (31,366,755)
Fixed maturities (1,124,925) (1,486,255) (2,020,803)
Equity securities (4,608,649) (2,673,199) (161,255)
Mortgage loans (5,325,569) (21,862,521) (9,257,836)
Real estate (6,995,455) (1,246,912) (635,303)
Policy loans (2,429,852) (2,858,415) (3,186,825)
Short-term (1,124,512) (498,956) (2,503,722)
------------ ------------ -----------
Total cost of investments acquired (106,410,057) (50,623,230) (49,132,499)
Purchase of property and equipment (138,388) (108,346) (234,791)
Sale of property and equipment 201,064 0 0
------------ ------------ -----------
Net cash provided by (used in) investing activities 138,994 (3,940,958) (4,928,225)
------------ ------------ -----------

Cash flows from financing activities:
Policyholder contract deposits 11,361,882 12,724,345 14,176,188
Policyholder contract withdrawals (9,342,372) (10,962,425) (11,222,814)
Cash received in merger 0 0 607,508
Payments of principal on notes payable (1,302,495) (1,540,800) (3,149,369)
Purchase of stock of affiliates (632,131) (87,399) (56,053)
Purchase of treasury shares (1,176,653) 0 (149,955)
------------ ------------ -----------
Net cash provided by (used in) financing activities (1,091,769) 133,721 205,505
------------ ------------ -----------

Net increase (decrease) in cash and cash equivalents 412,272 (5,962,728) (5,350,659)
Cash and cash equivalents at beginning of year 15,065,076 21,027,804 26,378,463
------------ ------------ -----------
Cash and cash equivalents at end of year $ 15,477,348 $ 15,065,076 $ 21,027,804
============ ============ ===========
See accompanying notes.

UNITED TRUST GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. ORGANIZATION - At December 31, 2001, the significant majority-owned
subsidiaries of UNITED TRUST GROUP, INC., were as depicted on the
following organizational chart.

ORGANIZATIONAL CHART

The Company's significant accounting policies, consistently applied in the
preparation of the accompanying consolidated financial statements, are
summarized as follows.

B. NATURE OF OPERATIONS - United Trust Group, Inc., is an insurance
holding company, which sells individual life insurance products
through its subsidiaries. The Company's principal market is the
Midwestern United States. The Company's dominant business is
individual life insurance which includes the servicing of existing
insurance business in force, the solicitation of new individual life
insurance and the acquisition of other companies in the insurance
business.

C. BUSINESS SEGMENTS - The Company has only one significant business
segment - insurance.

D. BASIS OF PRESENTATION - The financial statements of United Trust
Group, Inc., and its subsidiaries have been prepared in accordance
with accounting principles generally accepted in the United States of
America which differ from statutory accounting practices permitted by
insurance regulatory authorities.

E. PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
include the accounts of the Registrant and its majority-owned
subsidiaries. Investments in 20% to 50% owned affiliates in which
management has the ability to exercise significant influence are
included based on the equity method of accounting and the Company's
share of such affiliates' operating results is reflected in Equity in
loss of investees. Other investments in affiliates are carried at
cost. All significant intercompany accounts and transactions have been
eliminated.

F. INVESTMENTS - Investments are shown on the following bases:

Fixed maturities -- at cost, adjusted for amortization of premium or
discount and other-than-temporary market value declines. The amortized
cost of such investments differs from their market values; however,
the Company has the ability and intent to hold these investments to
maturity, at which time the full face value is expected to be
realized.

Investments held for sale -- at current market value, unrealized
appreciation or depreciation is charged directly to shareholders'
equity.

Mortgage loans on real estate -- at unpaid balances, adjusted for
amortization of premium or discount, less allowance for possible
losses.

Real estate - investment real estate at cost less allowance for
depreciation and, as appropriate, provisions for possible losses.
Accumulated depreciation on investment real estate was $169,281 and
$307,294 as of December 31, 2001 and 2000, respectively.

Policy loans -- at unpaid balances including accumulated interest but
not in excess of the cash surrender value.

Short-term investments -- at cost, which approximates current market
value.

Realized gains and losses on sales of investments are recognized in
net income on the specific identification basis.

Unrealized gains and losses on investments carried at market value are
recognized in other comprehensive income on the specific
identification basis.

G. CASH EQUIVALENTS - The Company considers certificates of deposit and
other short-term instruments with an original purchased maturity of
three months or less cash equivalents.

H. REINSURANCE - In the normal course of business, the Company seeks to
limit its exposure to loss on any single insured and to recover a
portion of benefits paid by ceding reinsurance to other insurance
enterprises or reinsurers under excess coverage and coinsurance
contracts. The Company retains a maximum of $125,000 of coverage per
individual life.

Amounts paid, or deemed to have been paid, for reinsurance contracts
are recorded as reinsurance receivables. Reinsurance receivables are
recognized in a manner consistent with the liabilities relating to the
underlying reinsured contracts. The cost of reinsurance related to
long-duration contracts is accounted for over the life of the
underlying reinsured policies using assumptions consistent with those
used to account for the underlying policies.

I. FUTURE POLICY BENEFITS AND EXPENSES - The liabilities for traditional
life insurance and accident and health insurance policy benefits are
computed using a net level method. These liabilities include
assumptions as to investment yields, mortality, withdrawals, and other
assumptions based on the life insurance subsidiaries' experience
adjusted to reflect anticipated trends and to include provisions for
possible unfavorable deviations. The Company makes these assumptions
at the time the contract is issued or, in the case of contracts
acquired by purchase, at the purchase date. Future policy benefits for
individual life insurance and annuity policies are computed using
interest rates ranging from 2% to 6% for life insurance and 2.5% to
9.25% for annuities. Benefit reserves for traditional life insurance
policies include certain deferred profits on limited-payment policies
that are being recognized in income over the policy term. Policy
benefit claims are charged to expense in the period that the claims
are incurred. Current mortality rate assumptions are based on 1975-80
select and ultimate tables. Withdrawal rate assumptions are based upon
Linton B or Linton C, which are industry standard actuarial tables for
forecasting assumed policy lapse rates.

Benefit reserves for universal life insurance and interest sensitive
life insurance products are computed under a retrospective deposit
method and represent policy account balances before applicable
surrender charges. Policy benefits and claims that are charged to
expense include benefit claims in excess of related policy account
balances. Interest crediting rates for universal life and interest
sensitive products range from 4.0% to 5.5% for 2001 and 4.5% to 5.5%
for the years ended December 31, 2000 and 1999, respectively.

J. POLICY AND CONTRACT CLAIMS - Policy and contract claims include
provisions for reported claims in process of settlement, valued in
accordance with the terms of the policies and contracts, as well as
provisions for claims incurred and unreported based on prior
experience of the Company. Incurred but not reported claims were
$900,894 and $900,114 as of December 31, 2001 and 2000, respectively.

K. COST OF INSURANCE ACQUIRED - When an insurance company is acquired,
the Company assigns a portion of its cost to the right to receive
future cash flows from insurance contracts existing at the date of the
acquisition. The cost of policies purchased represents the actuarially
determined present value of the projected future cash flows from the
acquired policies. The Company utilized 9% discount rate on
approximately 25% of the business and 15% discount rate on
approximately 75% of the business. Cost of insurance acquired is
amortized with interest in relation to expected future profits,
including direct charge-offs for any excess of the unamortized asset
over the projected future profits. The interest rates utilized in the
amortization calculation are 9% on approximately 25% of the balance
and 15% on the remaining balance. The interest rates vary due to
differences in the blocks of business. The amortization is adjusted
retrospectively when estimates of current or future gross profits to
be realized from a group of products are revised.

2001 2000 1999
------------- ------------- -------------
Cost of insurance acquired,
Beginning of year $ 35,239,256 $ 36,832,068 $ 38,679,822
Interest accretion 4,777,576 5,032,790 5,319,462
Amortization (6,350,496) (6,625,602) (7,167,216)
------------- ------------- -------------
Net amortization (1,572,920) (1,592,812) (1,847,754)

------------- ------------- -------------
Cost of insurance acquired,
End of year $ 33,666,336 $ 35,239,256 $ 36,832,068
============= ============= =============

Estimated net amortization expense of cost of insurance acquired for the
next five years is as follows:

Interest Net
Accretion Amortization Amortization

2002 $ 4,571,000 $ 6,086,000 $ 1,515,000
2003 4,371,000 6,066,000 1,695,000
2004 4,140,000 6,034,000 1,894,000
2005 3,875,000 6,084,000 2,209,000
2006 3,560,000 6,422,000 2,862,000

L. DEFERRED POLICY ACQUISITION COSTS - Commissions and other costs
(salaries of certain employees involved in the underwriting and policy
issue functions, and medical and inspection fees) of acquiring life
insurance products that vary with and are primarily related to the
production of new business have been deferred. Traditional life
insurance acquisition costs are being amortized over the
premium-paying period of the related policies using assumptions
consistent with those used in computing policy benefit reserves.

For universal life insurance and interest sensitive life insurance
products, acquisition costs are being amortized generally in
proportion to the present value of expected gross profits from
surrender charges and investment, mortality, and expense margins.
Under SFAS No. 97, "Accounting and Reporting by Insurance Enterprises
for Certain Long-Duration Contracts and for Realized Gains and Losses
from the Sale of Investments," the Company makes certain assumptions
regarding the mortality, persistency, expenses, and interest rates it
expects to experience in future periods. These assumptions are to be
best estimates and are to be periodically updated whenever actual
experience and/or expectations for the future change from initial
assumptions. The amortization is adjusted retrospectively when
estimates of current or future gross profits to be realized from a
group of products are revised.

The following table summarizes deferred policy acquisition costs and related data for the years shown.

2001 2000 1999
------------- ------------- -------------
Deferred, beginning of year $ 3,948,496 $ 5,127,536 $ 6,324,548

Acquisition costs deferred:
Commissions 108,000 184,000 566,000
Other expenses 59,000 89,000 154,000
------------- ------------- -------------
Total 167,000 273,000 720,000

Interest accretion 76,000 100,000 142,000
Amortization charged to income (1,083,577) (1,552,040) (2,059,012)
------------- ------------- -------------
Net amortization (1,007,577) (1,452,040) (1,917,012)

------------- ------------- -------------
Change for the year (840,577) (1,179,040) (1,197,012)
------------- ------------- -------------

Deferred, end of year $ 3,107,919 $ 3,948,496 $ 5,127,536
============= ============= =============

The following table reflects the components of the income statement
for the line item commissions and amortization of deferred policy
acquisition costs:

2001 2000 1999
---------- ----------- ------------

Net amortization of deferred
policy acquisition costs $ 1,007,577 $ 1,452,040 $ 1,917,012
Commissions 255,397 637,273 976,886
---------- ----------- ------------
Total $ 1,262,974 $ 2,089,313 $ 2,893,898
========== =========== ============

Estimated net amortization expense of deferred policy acquisition
costs for the next five years is as follows:

Interest Net
Accretion Amortization Amortization
----------- ------------- -------------

2002 $ 41,000 $ 891,000 $ 850,000
2003 36,000 763,000 727,000
2004 32,000 648,000 616,000
2005 28,000 546,000 518,000
2006 25,000 450,000 425,000

M. COST IN EXCESS OF NET ASSETS PURCHASED - Cost in excess of net assets
purchased is the excess of the amount paid to acquire a company over
the fair value of its net assets. Costs in excess of net assets
purchased are amortized on the straight-line basis over a 40-year
period. Management continually reviews the value of goodwill based on
estimates of future earnings. As part of this review, management
determines whether goodwill is fully recoverable from projected
undiscounted net cash flows from earnings of the subsidiaries over the
remaining amortization period. If management were to determine that
changes in such projected cash flows no longer supported the
recoverability of goodwill over the remaining amortization period, the
carrying value of goodwill would be reduced with a corresponding
charge to expense (no such changes have occurred). Accumulated
amortization of cost in excess of net assets purchased was $1,780,146
and $1,690,146 as of December 31, 2001 and 2000, respectively.

N. PROPERTY AND EQUIPMENT - Company-occupied property, data processing
equipment and furniture and office equipment are stated at cost less
accumulated depreciation of $5,560,547 and $5,951,717 at December 31,
2001 and 2000, respectively. Depreciation is computed on a
straight-line basis for financial reporting purposes using estimated
useful lives of three to 30 years. Depreciation expense was $316,900,
$372,313, and $379,715 for the years ended December 31, 2001, 2000,
and 1999, respectively.

O. INCOME TAXES - Income taxes are reported under Statement of Financial
Accounting Standards Number 109. Deferred income taxes are recorded to
reflect the tax consequences on future periods of differences between
the tax bases of assets and liabilities and their financial reporting
amounts at the end of each such period.

P. EARNINGS PER SHARE - Earnings per share ("EPS") are reported under
Statement of Financial Accounting Standards Number 128. The objective
of both basic EPS and diluted EPS is to measure the performance of an
entity over the reporting period. Basic EPS is computed by dividing
income available to common stockholders (the numerator) by the
weighted-average number of common shares outstanding (the denominator)
during the period. Diluted EPS is similar to the computation of basic
EPS except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the
dilutive potential common shares had been issued. In addition, the
numerator also is adjusted for any changes in income or loss that
would result from the assumed conversion of those potential common
shares.

Q. TREASURY SHARES - The Company holds 75,236 and 47,507 shares of common
stock as treasury shares with a cost basis of $673,437 and $499,955 at
December 31, 2001 and 2000, respectively.

R. RECOGNITION OF REVENUES AND RELATED EXPENSES - Premiums for
traditional life insurance products, which include those products with
fixed and guaranteed premiums and benefits, consist principally of
whole life insurance policies, and certain annuities with life
contingencies are recognized as revenues when due. Limited payment
life insurance policies defer gross premiums received in excess of net
premiums, which is then recognized in income in a constant
relationship with insurance in force. Accident and health insurance
premiums are recognized as revenue pro rata over the terms of the
policies. Benefits and related expenses associated with the premiums
earned are charged to expense proportionately over the lives of the
policies through a provision for future policy benefit liabilities and
through deferral and amortization of deferred policy acquisition
costs. For universal life and investment products, generally there is
no requirement for payment of premium other than to maintain account
values at a level sufficient to pay mortality and expense charges.
Consequently, premiums for universal life policies and investment
products are not reported as revenue, but as deposits. Policy fee
revenue for universal life policies and investment products consists
of charges for the cost of insurance and policy administration fees
assessed during the period. Expenses include interest credited to
policy account balances and benefit claims incurred in excess of
policy account balances.

S. PARTICIPATING INSURANCE - Participating business represents 22% and
23% of the ordinary life insurance in force at December 31, 2001 and
2000, respectively. Premium income from participating business
represents 26%, 27%, and 29% of total premiums for the years ended
December 31, 2001, 2000 and 1999, respectively. The amount of
dividends to be paid is determined annually by the respective
insurance subsidiary's Board of Directors. Earnings allocable to
participating policyholders are based on legal requirements that vary
by state.

T. RECLASSIFICATIONS - Certain prior year amounts have been reclassified
to conform to the 2001 presentation. Such reclassifications had no
effect on previously reported net loss, total assets, or shareholders'
equity.

U. USE OF ESTIMATES - In preparing financial statements in conformity
with accounting principles generally accepted in the United States of
America, management is required to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure
of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.

2. SHAREHOLDER DIVIDEND RESTRICTION

At December 31, 2001, substantially all of consolidated shareholders' equity
represents net assets of UTG's subsidiaries. The payment of cash dividends to
shareholders by UTG and FCC is not legally restricted. However, the state
insurance department regulates insurance company dividend payments where the
company is domiciled. UG's dividend limitations are described below.

3. INCOME TAXES

Until 1984, the insurance companies were taxed under the provisions of the Life
Insurance Company Income Tax Act of 1959 as amended by the Tax Equity and Fiscal
Responsibility Act of 1982. These laws were superseded by the Deficit Reduction
Act of 1984. All of these laws are based primarily upon statutory results with
certain special deductions and other items available only to life insurance
companies. Under the provision of the pre-1984 life insurance company income tax
regulations, a portion of "gain from operations" of a life insurance company was
not subject to current taxation but was accumulated, for tax purposes, in a
special tax memorandum account designated as "policyholders' surplus account".
Federal income taxes will become payable on this account at the then current tax
rate when and if distributions to shareholders, other than stock dividends and
other limited exceptions, are made in excess of the accumulated previously taxed
income maintained in the "shareholders surplus account".

The following table summarizes the companies with this situation and the maximum
amount of income that has not been taxed in each.

Shareholders' Untaxed
Company Surplus Balance
------------------- -------------- -----------
ABE $ 5,457,880 $ 1,149,693
APPL 7,098,824 1,525,367
UG 28,897,113 4,363,821

The payment of taxes on this income is not anticipated; and, accordingly, no
deferred taxes have been established.

The life insurance company subsidiaries file a consolidated federal income tax
return. The holding companies of the group file separate returns.

Life insurance company taxation is based primarily upon statutory results with
certain special deductions and other items available only to life insurance
companies. Income tax expense consists of the following components:

2001 2000 1999
------------- ------------- -------------
Current tax expense $ 53,539 $ 85,440 $ 12,654
Deferred tax expense 1,127,594 143,343 677,800
------------- ------------- -------------
$ 1,181,133 $ 228,783 $ 690,454
============= ============= =============

The Companies have net operating loss carryforwards for federal income tax
purposes expiring as follows:

UTG UG FCC
----------- ----------- ------------
2006 $ 101,718 $ 0 $ 0
2007 179,894 0 0
2019 0 1,165,779 0
2020 0 0 525,451
2021 164,902 0 0
----------- ----------- ------------
TOTAL $ 446,514 $ 1,165,779 $ 525,451
=========== =========== ============

The Company has established a deferred tax asset of $748,211 for its operating
loss carryforwards and has established an allowance of $183,908. The total
allowances established on deferred tax assets decreased $195,518 in 2001.

The following table shows the reconciliation of net income to taxable income of
UTG:

2001 2000 1999
------------ ------------ -------------
Net income (loss) $ 2,439,573 $ (696,426) $ 1,075,909
Federal income tax provision 12,043 60,550 192,247
Loss (gain) of subsidiaries (2,409,467) 762,656 (615,995)
Gain of investees 0 0 (53,555)
------------ ------------ -------------
Taxable income $ 42,149 $ 126,780 $ 598,606
============ ============ =============

UTG has a net operating loss carryforward of $446,514 at December 31, 2001. UTG
has averaged approximately $256,000 in taxable income over the past three years
and must average taxable income of approximately $90,000 over the next five
years to fully realize its net operating loss carryforwards, as UTG's operating
loss carryforwards do not begin to expire until the year 2006. UG must average
approximately $65,000 of taxable income per year to fully realize its net
operating loss carryforward for which no allowance is established. Management
believes future earnings of UG will be sufficient to fully utilize net operating
loss carryforwards. FCC must average approximately $28,000 of taxable income to
fully realize its net operating loss carryforwards. FCC's operating loss
carryforward does not expire until the year 2020. Management has established an
allowance of $183,908 for FCC's loss carryforwards.

The expense or (credit) for income differed from the amounts computed by
applying the applicable United States statutory rate of 35% before income taxes
as a result of the following differences:

2001 2000 1999
------------ ------------ -------------
Tax computed at statutory rate $ 1,467,257 $ (247,474) $ 649,444
Changes in taxes due to:
Cost in excess of net assets purchased 31,500 31,500 31,500
Current year loss for which no benefit 0 546,231 0
realized
Benefit of prior losses (159,456) (139,061) (6,309)
Other (158,168) 37,587 15,819
------------ ------------ -------------
Income tax expense $ 1,181,133 $ 228,783 $ 690,454
============ ============ =============

The following table summarizes the major components that comprise the deferred
tax liability as reflected in the balance sheets:

2001 2000
------------ -------------
Investments $ 1,820,177 $ 1,402,431
Cost of insurance acquired 12,835,481 13,427,963
Other assets 0 (72,468)
Deferred policy acquisition
costs 1,087,772 1,381,974
Agent balances 0 (6,239)
Management/consulting fees (508,101) (810,717)
Future policy benefits (1,531,687) (2,485,664)
Gain on sale of subsidiary 2,312,483 2,312,483
Net operating loss carryforward (564,303) (815,417)
Other liabilities (372,303) (614,374)
Federal tax DAC (1,509,996) (1,663,475)
------------ -------------
Deferred tax liability $ 13,569,523 $ 12,056,497
============ =============

4. ANALYSIS OF INVESTMENTS, INVESTMENT INCOME AND INVESTMENT GAIN

A. NET INVESTMENT INCOME - The following table reflects net investment income by
type of investment:

December 31,
------------------------------------------------
2001 2000 1999
------------- ------------- -------------
Fixed maturities and fixed maturities
Held for sale $ 10,831,162 $ 11,775,706 $ 11,886,968
Equity securities 131,263 116,327 91,429
Mortgage loans 2,715,834 1,777,374 1,079,332
Real estate 488,168 611,494 389,181
Policy loans 970,142 997,381 991,812
Other long-term investments 0 655,418 63,528
Short-term investments 110,229 158,378 147,726
Cash 606,128 936,433 850,836
------------- ------------- -------------
Total consolidated investment income 15,852,926 17,028,511 15,500,812
Investment expenses (785,867) (942,678) (971,275)
------------- ------------- -------------
Consolidated net investment income $ 15,067,059 $ 16,085,833 $ 14,529,537
============= ============= =============

At December 31, 2001, the Company had a total of $200,000 in investment real
estate which did not produce income during 2001.

The following table summarizes the Company's fixed maturity holdings and
investments held for sale by major classifications:

Carrying Value
---------------------------------
2001 2000
------------- -----------
Investments held for sale:
Fixed maturities
U.S. Government, government agencies and
authorities $ 36,182,839 $ 35,444,312
State, municipalities and political subdivisions 202,256 206,006
Collateralized mortgage obligations 54,003,623 5,962,594
All other corporate bonds 8,239,722 1,515,368
------------- -----------
$ 98,628,440 $ 43,128,280
============= ===========

Equity securities
Banks, trust and insurance companies $ 1,100,000 $ 3,142,320
Industrial and miscellaneous 2,752,716 1,987,251
------------- -----------
$ 3,852,716 $ 5,129,571
============= ===========

Fixed maturities held to maturity:
U.S. Government, government agencies and authorities $ 6,904,757 $ 31,350,799
State, municipalities and political subdivisions 11,788,567 15,318,605
Collateralized mortgage obligations 128,471 3,178,210
Public utilities 22,219,127 27,287,454
All other corporate bonds 33,964,473 44,787,895
------------- -----------
$ 75,005,395 $ 121,922,963
============= ===========

By insurance statute, the majority of the Company's investment portfolio is
invested in investment grade securities to provide ample protection for
policyholders. The Company does not invest in so-called "junk bonds" or
derivative investments.

Below investment grade debt securities generally provide higher yields and
involve greater risks than investment grade debt securities because their
issuers typically are more highly leveraged and more vulnerable to adverse
economic conditions than investment grade issuers. In addition, the trading
market for these securities is usually more limited than for investment grade
debt securities. Debt securities classified as below-investment grade are those
that receive a Standard & Poor's rating of BB or below.

The following table summarizes by category securities held that are below
investment grade at amortized cost:

Below Investment
Grade Investments 2001 2000 1999
------------------------- ----------- ---------- ----------
Public Utilities $ 2,091,138 $ 0 $ 251,878
CMO 43,189 239,165 0
Corporate 271,420 23,000 276,649
----------- ---------- ----------
Total $ 2,405,747 $ 262,165 $ 528,527
=========== ========== ==========

B. INVESTMENT SECURITIES

The amortized cost and estimated market values of investments in securities
including investments held for sale are as follows:

Cost or Gross Gross Estimated
Amortized Unrealized Unrealized Market
2001 Cost Gains Losses Value
------------------------------ ------------ ----------- ------------ ------------
Investments held for sale:
U.S. Government and govt.
Agencies and authorities $ 35,240,384 $ 942,455 $ 0 $ 36,182,839
States, municipalities and
Political subdivisions 192,059 10,197 0 202,256
Collateralized mortgage
Obligations 53,777,577 447,019 (220,973) 54,003,623
Public utilities 0 0 0 0
All other corporate bonds 8,374,074 321 (134,673) 8,239,722
------------ ----------- ------------ ------------
97,584,094 1,399,992 (355,646) 98,628,440
Equity securities 3,937,812 953,448 (1,038,544) 3,852,716
------------ ----------- ------------ ------------
Total $ 101,521,906 $ 2,353,440 $ (1,394,190) $ 102,481,156
============ =========== ============ ============

Fixed maturities held to maturity:
U.S. Government and govt.
Agencies and authorities $ 6,904,757 $ 280,101 $ (893) $ 7,183,965
States, municipalities and
Political subdivisions 11,788,567 360,714 (119,497) 12,029,784
Collateralized mortgage
Obligations 128,471 4,820 0 133,291
Public utilities 22,219,127 859,864 (70,947) 23,008,044
All other corporate bonds 33,964,473 1,410,244 (4,391) 35,370,326
------------ ----------- ------------ ------------
Total $ 75,005,395 $ 2,915,743 $ (195,728) $ 77,725,410
============ =========== ============ ============

Cost or Gross Gross Estimated
Amortized Unrealized Unrealized Market
2000 Cost Gains Losses Value
------------------------------- ------------ ----------- ------------ ------------
Investments held for sale:
U.S. Government and govt.
Agencies and authorities $ 35,281,562 $ 245,119 $ (82,369) $ 35,444,312
States, municipalities and
Political subdivisions 190,593 15,413 0 206,006
Collateralized mortgage
Obligations 5,919,553 58,179 (15,138) 5,962,594
Public utilities 0 0 0 0
All other corporate bonds 1,522,478 0 (7,110) 1,515,368
------------ ----------- ------------ ------------
42,914,186 318,711 (104,617) 43,128,280
Equity securities 5,413,507 637,191 (921,127) 5,129,571
------------ ----------- ------------ ------------
Total $ 48,327,693 $ 955,902 $ (1,025,744) $ 48,257,851
============ =========== ============ ============

Fixed maturities held to maturity:
U.S. Government and govt.
Agencies and authorities $ 31,350,799 $ 148,229 $ (282,088) $ 31,216,940
States, municipalities and
Political subdivisions 15,318,605 299,028 (45,335) 15,572,298
Collateralized mortgage
Obligations 3,178,210 35,628 (3,323) 3,210,515
Public utilities 27,287,454 460,241 (220,316) 27,527,379
All other corporate bonds 44,787,895 505,860 (197,324) 45,096,431
------------ ----------- ------------ ------------
Total $ 121,922,963 $ 1,448,986 $ (748,386) $ 122,623,563
============ =========== ============ ============

The amortized cost and estimated market value of debt securities at December 31,
2001, by contractual maturity, is shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.

Fixed Maturities Held for Sale Estimated
Amortized Market
December 31, 2001 Cost Value
------------------------------------- ------------ ------------
Due in one year or less $ 2,050,564 $ 2,070,454
Due after one year through five
years 30,977,228 31,727,237
Due after five years through ten
years 10,621,666 10,659,999
Due after ten years 157,059 167,127
Collateralized mortgage obligations 53,777,577 54,003,623
------------ ------------
Total $ 97,584,094 $ 98,628,440
============ ============

Estimated
Fixed Maturities Held to Maturity Amortized Market
December 31, 2001 Cost Value
------------------------------------- ------------ ------------
Due in one year or less $ 15,196,020 $ 15,398,291
Due after one year through five
years 52,768,493 55,169,490
Due after five years through ten
years 3,315,143 3,509,525
Due after ten years 3,597,268 3,514,813
Collateralized mortgage obligations 128,471 133,291
------------ ------------
Total $ 75,005,395 $ 77,725,410
============ ============

An analysis of sales, maturities and principal repayments of the Company's fixed
maturities portfolio for the years ended December 31, 2001, 2000 and 1999 is as
follows:

Cost or Gross Gross Proceeds
Amortized Realized Realized From
Year ended December 31, 2001 Cost Gains Losses Sale
------------------------------- ------------ ---------- ------------ ------------
Scheduled principal
repayments,
Calls and tenders:
Held for sale $ 20,479,560 $ 10,440 $ 0 $ 20,490,000
Held to maturity 51,025,358 34,690 (107,234) 50,952,814
Sales:
Held for sale 6,518,181 197,044 0 6,715,225
Held to maturity 0 0 0 0
------------ ---------- ------------ ------------
Total $ 78,023,099 $ 242,174 $ (107,234) $ 78,158,039
============ ========== ============ ============

Cost or Gross Gross Proceeds
Amortized Realized Realized From
Year ended December 31, 2000 Cost Gains Losses Sale
------------------------------- ------------ ---------- ------------ ------------
Scheduled principal
repayments,
Calls and tenders:
Held for sale $ 5,611,476 $ 71 $ (3,847) $ 5,607,700
Held to maturity 27,047,819 59,463 (4,133) 27,103,149
Sales:
Held for sale 0 0 0 0
Held to maturity 0 0 0 0
------------ ---------- ------------ ------------
Total $ 32,659,295 $ 59,534 $ (7,980) $ 32,710,849
============ ========== ============ ============

Cost or Gross Gross Proceeds
Amortized Realized Realized From
Year ended December 31, 1999 Cost Gains Losses Sale
------------------------------- ------------ ---------- ------------ ------------
Scheduled principal
repayments,
Calls and tenders:
Held for sale $ 1,430,000 $ 0 $ 0 $ 1,430,000
Held to maturity 31,037,532 16,480 (21,722) 31,032,290
Sales:
Held for sale 0 0 0 0
Held to maturity 0 0 0 0
------------ ---------- ------------ ------------
Total $ 32,467,532 $ 16,480 $ (21,722) $ 32,462,290
============ ========== ============ ============

C. INVESTMENTS ON DEPOSIT - At December 31, 2001, investments carried at
approximately $12,657,000 were on deposit with various state insurance
departments.

5. DISCLOSURES ABOUT FAIR VALUES OF FINANCIAL INSTRUMENTS

The financial statements include various estimated fair value information at
December 31, 2001 and 2000, as required by Statement of Financial Accounting
Standards 107, Disclosure about Fair Value of Financial Instruments ("SFAS
107"). Such information, which pertains to the Company's financial instruments,
is based on the requirements set forth in that Statement and does not purport to
represent the aggregate net fair value of the Company.

The following methods and assumptions were used to estimate the fair value of
each class of financial instrument required to be valued by SFAS 107 for which
it is practicable to estimate that value:

(a) Cash and Cash equivalents

The carrying amount in the financial statements approximates fair value because
of the relatively short period of time between the origination of the
instruments and their expected realization.

(b) Fixed maturities and investments held for sale

Quoted market prices, if available, are used to determine the fair value. If
quoted market prices are not available, management estimates the fair value
based on the quoted market price of a financial instrument with similar
characteristics.

The fair values of mortgage loans are estimated using discounted cash flow
analyses and interest rates being offered for similar loans to borrowers with
similar credit ratings.

(d) Investment real estate and real estate acquired in satisfaction of debt

An estimate of fair value is based on management's review of the individual real
estate holdings. Management utilizes sales of surrounding properties, current
market conditions and geographic considerations. Management conservatively
estimates the fair value of the portfolio is equal to the carrying value.

(e) Policy loans

It is not practicable to estimate the fair value of policy loans as they have no
stated maturity and their rates are set at a fixed spread to related policy
liability rates. Policy loans are carried at the aggregate unpaid principal
balances in the consolidated balance sheets, and earn interest at rates ranging
from 4% to 8%. Individual policy liabilities in all cases equal or exceed
outstanding policy loan balances.

(f) Short-term investments

For short-term instruments, the carrying amount is a reasonable estimate of fair
value. Short-term instruments represent collateral loans and certificates of
deposit with various banks that are protected under FDIC.

(g) Notes payable

For borrowings subject to floating rates of interest, carrying value is a
reasonable estimate of fair value. For fixed rate borrowings fair value was
determined based on the borrowing rates currently available to the Company for
loans with similar terms and average maturities.

The estimated fair values of the Company's financial instruments required to be
valued by SFAS 107 are as follows as of December 31:

2001 2000
------------------------------------------------------------
Estimated Estimated
Carrying Fair Carrying Fair
Assets Amount Value Amount Value
------------ ------------ ------------ ------------
Fixed maturities $ 75,005,395 $ 77,725,410 $ 121,922,963 $ 122,623,563
Fixed maturities held for
sale 98,628,440 98,628,440 43,128,280 43,128,280
Equity securities 3,852,716 3,852,716 5,129,571 5,129,571
Mortgage loans on real
estate 23,386,895 23,360,333 32,896,671 32,841,254
Investment in real estate 18,226,451 18,226,451 13,296,245 13,296,245
Policy loans 13,608,456 13,608,456 14,090,900 14,090,900
Short-term investments 581,382 581,382 1,686,397 1,686,397

Liabilities
Notes payable 4,400,670 4,696,612 1,817,169 1,594,016

6. STATUTORY EQUITY AND INCOME FROM OPERATIONS

The Company's insurance subsidiaries are domiciled in Ohio, Illinois and West
Virginia and prepare their statutory-based financial statements in accordance
with accounting practices prescribed or permitted by the respective insurance
department. These principles differ significantly from accounting principles
generally accepted in the United States of America. "Prescribed" statutory
accounting practices include state laws, regulations, and general administrative
rules, as well as a variety of publications of the National Association of
Insurance Commissioners ("NAIC"). "Permitted" statutory accounting practices
encompass all accounting practices that are not prescribed; such practices may
differ from state to state, from company to company within a state, and may
change in the future. The NAIC recently completed the process of codifying
statutory accounting practices, the result of which is to constitute the only
source of "prescribed" statutory accounting practices. The new rules promulgated
by the codifying of statutory accounting practices became effective January 1,
2001. Accordingly, these uniform rules change prescribed statutory accounting
practices and result in changes to the accounting practices that insurance
enterprises use to prepare their statutory financial statements. Implementation
of the codification rules did not have a material financial impact on the
financial condition of the Company's life insurance subsidiaries. UG's total
statutory shareholders' equity was $16,105,265 and $14,288,015 at December 31,
2001 and 2000, respectively. The Company's life insurance subsidiaries reported
combined statutory operating income before taxes (exclusive of intercompany
dividends) of approximately $2,913,000, $2,091,000 and $3,843,000 for 2001, 2000
and 1999, respectively.

7. REINSURANCE

As is customary in the insurance industry, the insurance affiliates cede
insurance to, and assume insurance from, other insurance companies under
reinsurance agreements. Reinsurance agreements are intended to limit a life
insurer's maximum loss on a large or unusually hazardous risk or to obtain a
greater diversification of risk. The ceding insurance company remains primarily
liable with respect to ceded insurance should any reinsurer be unable to meet
the obligations assumed by it. However, it is the practice of insurers to reduce
their exposure to loss to the extent that they have been reinsured with other
insurance companies. The Company sets a limit on the amount of insurance
retained on the life of any one person. The Company will not retain more than
$125,000, including accidental death benefits, on any one life. At December 31,
2001, the Company had gross insurance in force of $2.630 billion of which
approximately $654 million was ceded to reinsurers.

The Company does not have any short-duration reinsurance contracts. The effect
of the Company's long-duration reinsurance contracts on premiums earned in 2001,
2000 and 1999 was as follows:

8. COMMITMENTS AND CONTINGENCIES

The insurance industry has experienced a number of civil jury verdicts which
have been returned against life and health insurers in the jurisdictions in
which the Company does business involving the insurers' sales practices, alleged
agent misconduct, failure to properly supervise agents, and other matters. Some
of the lawsuits have resulted in the award of substantial judgments against the
insurer, including material amounts of punitive damages. In some states, juries
have substantial discretion in awarding punitive damages in these circumstances.

Under the insurance guaranty fund laws in most states, insurance companies doing
business in a participating state can be assessed up to prescribed limits for
policyholder losses incurred by insolvent or failed insurance companies.
Although the Company cannot predict the amount of any future assessments, most
insurance guaranty fund laws currently provide that an assessment may be excused
or deferred if it would threaten an insurer's financial strength. Mandatory
assessments may be partially recovered through a reduction in future premium tax
in some states. The Company does not believe such assessments will be materially
different from amounts already provided for in the financial statements.

On November 20, 1998, FSF and affiliates acquired 929,904 shares of common stock
of UTG from UTG and certain UTG shareholders. As consideration for the shares,
FSF paid UTG $10,999,995 and certain shareholders of UTG $999,990 in cash.
Included in the stock acquisition agreement is an earnings covenant whereby UTG
warrants UTG and its subsidiaries and affiliates will have future earnings of at
least $30,000,000 for a five-year period beginning January 1, 1998. Such
earnings are computed based on statutory results excluding inter-company
activities such as inter-company dividends plus realized and unrealized gains
and losses on real estate, mortgage loans and unaffiliated common stocks. At the
end of the covenant period, an adjustment is to be made equal to the difference
between the then market value and statutory carrying value of real estate still
owned that existed at the beginning of the covenant period. Should UTG not meet
the covenant requirements, any shortfall will first be reduced by the actual
average tax rate for UTG for the period, then will be further reduced by
one-half of the percentage, if any, representing UTG's ownership percentage of
the insurance company subsidiaries. This result will then be reduced by
$250,000. The remaining amount will be paid by UTG in the form of UTG common
stock valued at $15.00 per share with a maximum number of shares to be issued of
500,000. However, there shall be no limit to the number of shares transferred to
the extent that there are legal fees, settlements, damage payments or other
losses as a result of certain legal action taken. The price and number of shares
shall be adjusted for any applicable stock splits, stock dividends or other
recapitalizations. At December 31, 2001, the Company had total earnings of
$14,505,204 applicable to this covenant. With one year remaining on the
covenant, it appears highly unlikely UTG will meet the earnings requirements,
resulting in UTG being required to issue additional shares to FSF or its
assigns. Combining current results with management's expectation for 2002, it
appears at this time UTG will be required to issue 500,000 shares at December
31, 2002 to satisfy this covenant.

9. RELATED PARTY TRANSACTIONS

At a December 17, 2001 joint meeting of the board of directors of UTG, FCC and
their insurance subsidiaries, the boards of directors of the insurance
subsidiaries discussed and decided to further explore and pursue a possible sale
of the insurance charters of each of APPL and ABE. In the alternative to a sale
of the APPL charter, the boards also discussed and decided to further explore a
possible merger of APPL into UG. Regardless of whether a merger is ultimately
pursued or the charters of each subsidiary are sold, UG would likely assume and
reinsure the existing insurance policies of those subsidiaries in any such
transaction.

On November 15, 2001, UTG was extended a $3,300,000 line of credit from the
First National Bank of the Cumberlands located in Livingston, Tennessee. The
First National Bank of the Cumberlands is owned by Millard V. Oakley, who is a
Director of both UTG and FCC. The line of credit will expire one year from the
date of issue, and all funds advanced under this line of credit are to be used
for the repurchase of stock. The interest rate provided for in the agreement is
variable and indexed to be the lowest of the U.S. prime rates as published in
the money section of the Wall Street Journal, with any interest rate adjustments
to be made monthly. To date, the Company has no borrowings or obligations
attributable to this line of credit.

On April 12, 2001, UTG completed the purchase of 22,500 shares of UTG common
stock and 544 shares of FCC common stock from James E. Melville and family
pursuant to the Melville Purchase Agreement in exchange for five year promissory
notes of UTG in the aggregate principal amount of $288,800. On April 12, 2001,
UTG also completed the purchase from another family member of Mr. Melville of an
additional 100 shares of UTG for a total cash payment of $800. The purchase for
cash by UTG of an additional 39 shares of FCC common stock owned by Mr. Melville
at a purchase price of $200.00 per share was consummated on June 27, 2001. Mr.
Melville was a former director of UTG, FCC and the three insurance subsidiaries
of UTG; he resigned from those boards on February 13, 2001.

On April 12, 2001, UTG also completed the purchase of 559,440 shares of UTG
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
UTG in the principal amount of $3,527,494. The purchase by UTG of the remaining
3,775 shares of UTG 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 was completed on June 20,
2001. The promissory notes of UTG received by certain of the sellers pursuant to
the Melville Purchase Agreement and the Ryherd Purchase Agreement 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, UTG also purchased in a separate transaction 10,891 shares of
UTG 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
UTG (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 UTG and FCC who resigned his position on
January 8, 2001. Mr. Cook proposed the stock purchase to Jesse T. Correll who
agreed to purchase Mr. Cook's stock on substantially the same terms as the
purchases of the stock held by Messrs. Melville and Ryherd as described above.

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 for
investment purposes, a shopping center in Somerset, Kentucky, approximately
12,000 acres of timberland in Kentucky, and a 50% partnership interest in an
additional 11,000 acres of Kentucky timberland. North Plaza has no debt. The net
assets were valued at $7,500,000, which equates to $11.00 per share for the new
shares of UTG that were issued in the transaction.

Mr. Correll is Chairman of the Board of Directors of UTG and currently UTG's
largest shareholder through his ownership control of FSF, FSBI and affiliates.
Mr. Correll is the majority shareholder of FSF and FSBI, a bank holding company
that operates out of 14 locations in central Kentucky. At December 31, 2001, Mr.
Correll owns or controls directly and indirectly approximately 60% 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").

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 under their agreement with UII for 1999. UII paid $223,753
under their agreement with UTG for 1999. Additionally, UII paid FCC $30,000 in
1999 for reimbursement of costs attributed to UII. These reimbursements are
reflected as a credit to general expenses.

UTG paid FCC $550,000, $750,000 and $600,000 in 2001, 2000 and 1999,
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
$6,156,903, $6,061,515 and $6,251,340 to FCC in 2001, 2000 and 1999,
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 $332,673, $371,211 and $392,005 in
2001, 2000 and 1999, 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, $444,000 and $300,000 in 2001, 2000 and 1999,
respectively 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 accounting
principles generally accepted in the United States of America.

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 $79,730, $34,721 and $11,578 in servicing fees and $22,626, $91,392 and
$0 in origination fees to FSNB during 2001, 2000 and 1999, 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 $145,407, $96,599 and $39,336 in 2001, 2000 and
1999,respectively to First Southern Bancorp, Inc. in reimbursement of such
costs. In addition, beginning in 2001, the Company began reimbursing FSBI a
portion of salaries for Mr. Correll and Mr. Attkisson. The reimbursement was
approved by the UTG board of directors and totaled $128,411 in 2001 which
included salaries and other benefits.

10. CAPITAL STOCK TRANSACTIONS

A. STOCK REPURCHASE PROGRAM

On June 5, 2001, the board of directors of UTG authorized the repurchase from
time to time in the open market or in privately negotiated transactions of up to
$1 million of UTG's common stock. Repurchased shares will be available for
future issuance for general corporate purposes. Through February 28, 2002, UTG
has spent $353,455 in the acquisition of 50,795 shares under this program.

B. STOCK REPURCHASES

In April 2001, UTG completed the purchase of 22,500 shares of UTG 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 UTG in the aggregate principal amount of $288,800.
Also, in April 2001, UTG completed the purchase of 559,440 shares of UTG common
stock from Larry E. Ryherd and family pursuant to the Ryherd Purchase Agreement
in exchange for cash and a five-year promissory note of UTG in the principal
amount of $3,527,494.

In April 2001, UTG also purchased in a separate transaction 10,891 shares of UTG
common stock from Robert E. Cook, a former director, for cash and a five-year
promissory note of UTG in the principal amount of $69,702.

C. SHARES ACQUIRED BY FSF AND AFFILIATES WITH OPTIONS GRANTED

On November 20, 1998, First Southern Funding LLC, a Kentucky corporation,
("FSF") and affiliates acquired 929,904 shares of common stock of UTG from UTG
and certain UTG shareholders. As consideration for the shares, FSF paid UTG
$10,999,995 and certain shareholders of UTG $999,990 in cash.

Included in the stock acquisition agreement is an earnings covenant whereby UTG
warrants UTG and its subsidiaries and affiliates will have future earnings of at
least $30,000,000 for a five-year period beginning January 1, 1998. Such
earnings are computed based on statutory results excluding inter-company
activities such as inter-company dividends plus realized and unrealized gains
and losses on real estate, mortgage loans and unaffiliated common stocks. At the
end of the covenant period, an adjustment is to be made equal to the difference
between the then market value and statutory carrying value of real estate still
owned that existed at the beginning of the covenant period. Should UTG not meet
the covenant requirements, any shortfall will first be reduced by the actual
average tax rate for UTG for the period, then will be further reduced by
one-half of the percentage, if any, representing UTG's ownership percentage of
the insurance company subsidiaries. This result will then be reduced by
$250,000. The remaining amount will be paid by UTG in the form of UTG common
stock valued at $15.00 per share with a maximum number of shares to be issued of
500,000. However, there shall be no limit to the number of shares transferred to
the extent that there are legal fees, settlements, damage payments or other
losses as a result of certain legal action taken. The price and number of shares
shall be adjusted for any applicable stock splits, stock dividends or other
recapitalizations. At December 31, 2001, the Company had total earnings of
$14,505,204 applicable to this covenant.

At the time of the stock acquisition above, UTG also granted, for nominal
consideration, an irrevocable, exclusive option to FSF to purchase up to
1,450,000 shares of UTG common stock for a purchase price in cash equal to
$15.00 per share, with such option to expire on July 1, 2001. UTG had a market
price per share of $9.50 at the date of grant of the option. The option shares
under this option are to be reduced by two shares for each share of UTG common
stock that FSF or its affiliates purchases from UTG shareholders in private or
public transactions after the execution of the option agreement. The option is
additionally limited to a maximum when combined with shares owned by FSF of 51%
of the issued and outstanding shares of UTG after giving effect to any shares
subject to the option. The option expired unexercised on July 1, 2001.

As of December 31, 2001, no options were exercised and all options have been
forfeited.

2001 2000 1999
------------------------- ------------------------- -------------------------
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
---------- ------------- ----------- ------------ ----------- -------------
Outstanding at beginning of
Period 19,108 $15.00 166,104 $15.00 1,450,000 $15.00
Granted 0 0.00 0 0.00 0 0.00
Exercised 0 0.00 0 0.00 0 0.00
Forfeited 19,108 15.00 146,996 15.00 1,283,896 15.00
---------- ------------- ----------- ------------ ----------- -------------
Outstanding at end of period 0 $15.00 19,108 $15.00 166,104 $15.00
========== ============= =========== ============ =========== =============

D. EARNINGS PER SHARE CALCULATIONS

The following is a reconciliation of the numerators and denominators of the basic and diluted EPS
computations as presented on the income statement.

For the year ended December 31, 2001
------------- ---- --------------- --- -------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
------------- --------------- -------------
Basic EPS
Income available to common shareholders $ 2,439,573 3,733,432 $ 0.65
=============

Effect of Dilutive Securities
Convertible notes 0 0
Options 0 0
------------- ---------------

Diluted EPS
Income available to common shareholders $
and assumed conversions 2,439,573 3,733,432 $ 0.65
============= =============== =============

For the year ended December 31, 2000
------------- ---- --------------- --- -------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
------------- --------------- -------------
Basic EPS
Income available to common shareholders $ (696,426) 4,056,439 $ (0.17)
=============

Effect of Dilutive Securities
Convertible notes 0 0
Options 0 0
------------- ---------------

Diluted EPS
Income available to common shareholders $
and assumed conversions (696,426) 4,056,439 $ (0.17)
============= =============== =============

For the year ended December 31, 1999
------------- ---- --------------- --- -------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
------------- --------------- -------------
Basic EPS
Income available to common shareholders $ 1,075,909 2,839,703 $ 0.38
=============

Effect of Dilutive Securities
Convertible notes 0 0
Options 0 231

------------- ---------------

Diluted EPS
Income available to common shareholders $
and assumed conversions 1,075,909 2,839,934 $ 0.38
============= =============== =============

UTG had no stock options outstanding for the year ending December 31, 2001. As
such, the computation of diluted earnings per share is the same as basic
earnings per share for the year ending December 31, 2001. In accordance with
Statement of Financial Accounting Standards No. 128, the computation of diluted
earnings per share is the same as basic earnings per share for the year ending
December 31, 2000, since the Company had a loss from continuing operation for
the year presented, and any assumed conversion, exercise, or contingent issuance
of securities would have an antidilutive effect on earnings per share. There
were no outstanding dilutive instruments during the aforementioned periods.

UTG had stock options outstanding at year end 1999 for 451 shares of common
stock at $13.07 per share, 105,000 shares of common stock at $17.50 per share
that were not included in the computation of diluted EPS because the exercise
price was greater than the average market price of the common shares for each
respective year presented. UTG had stock options for 231 shares of common stock
at $.047 per share, which were included in the calculation of diluted earnings
per share for UTG for the year ended December 31, 1999, since they were assumed
by UTG in the 1999 merger of UII into UTG. The stock options outstanding for 451
shares, 105,000 shares, and 231 shares all expired during 2000, ending these
stock option plans.

On July 31, 1997, UTG issued convertible notes for cash in the amount of
$2,560,000 to seven individuals, all officers or employees of UTG. During the
first three years the notes could be converted into 204,800 shares of common
stock at $12.50 per share. The potential conversion of the notes was not
included in the computation of diluted EPS for the years ended December 31, 1998
and 1997, respectively, because the exercise price was greater than the average
market price of the common shares. In 1999, FSBI acquired all the outstanding
UTG convertible notes from the original holders. Pursuant to an agreement, FSBI
converted the notes to 204,800 shares of UTG common stock on July 31, 2000.

UTG had granted stock options to FSF of 1,450,000 shares of UTG which were
outstanding as of year end 1998. The option shares under this option are to be
reduced by two shares for each share of UTG common stock that FSF or its
affiliates purchases from UTG shareholders in private or public transactions
after the execution of the option agreement. The option is additionally limited
to a maximum when combined with shares owned by FSF of 51% of the issued and
outstanding shares of UTG after giving effect to any shares subject to the
option. Due to the passage of time and the 51% limitation, all remaining stock
options of 19,108 at $15.00 per share expired on July 1, 2001. No options were
exercised during 2001. These options were not included in the computation of
diluted EPS because the exercised price was greater than the average market
price of the common shares for each respective year.

11. NOTES PAYABLE

At December 31, 2001 and 2000, the Company had $4,400,670 and $1,817,169 in
long-term debt outstanding, respectively. The debt is comprised of the following
components:

2001 2000
----------- -----------
Subordinated 20 yr. Notes $ 514,674 $ 1,817,169
Other notes payable 3,885,996 0
----------- -----------
$ 4,400,670 $ 1,817,169
=========== ===========

A. Subordinated debt

The subordinated debt was incurred June 16, 1992 as a part of the acquisition of
the now dissolved Commonwealth Industries Corporation, (CIC). On October 22,
2001, UTG paid $1,302,495 of the outstanding principal of the subordinated 20
year notes, and amended the interest rate on the outstanding principal balance
of the remaining notes from an 8.5% fixed rate, to a 1% under prime variable
rate, with interest to begin accruing at the effective time of the amendments.
Prior to these amendments, the 20-year notes accrued interest at the rate of 8
1/2% per annum. At 12/31/01 the 1% under prime variable rate was 3.75%. A lump
sum principal payment on the balance of the notes remains due June 16, 2012.

B. Other notes payable

The other notes payable were incurred to facilitate the repurchase of stock in
April 2001. These notes bear interest at the rate of 7% per annum (paid
quarterly) with payments of principal to be made in five equal annual
installments, the first such payment of principal to be due on April 12, 2002.

The collective scheduled principal reductions on these notes for the next five
years is as follows:

Year Amount

2002 $ 777,199
2003 777,199
2004 777,199
2005 777,199
2006 777,200

C. Line of Credit

12. OTHER CASH FLOW DISCLOSURES

On a cash basis, the Company paid $333,365, $373,988, and $643,429 in interest
expense for the years 2001, 2000 and 1999, respectively. The Company paid
$92,006, $(173,500) and $557,812 in federal income tax for 2001, 2000 and 1999,
respectively.

In April 2001, the Company issued $3,885,996 in new debt in exchange for the
acquisition of UTG and FCC common stock from two former officers and directors
of the Company and their respective families.

On July 31, 2000, First Southern Bancorp, Inc., pursuant to the terms of a
previous agreement, converted the $2,560,000 of convertible debt it held of
United Trust Group, Inc. into 204,800 shares of common stock of UTG.

On December 31, 1999, UTG issued 681,818 shares of authorized but unissued
common stock to acquire 100% ownership of North Plaza of Somerset, Inc. ("North
Plaza"). North Plaza owns for investment purposes, a shopping center in
Somerset, Kentucky, approximately 12,000 acres of timberland in Kentucky, and a
50% partnership interest in an additional 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.

On July 26, 1999, UII was merged into UTG. UTG issued 817,517 shares of its
authorized but unissued common stock to former UII shareholders in the merger.
The shares issued were valued at $10,451,455. At the date of the merger, UII had
cash balances of $607,508 that were transferred to UTG.

13. CONCENTRATION OF CREDIT RISK

The Company maintains cash balances in financial institutions that at times may
exceed federally insured limits. The Company maintains its primary operating
cash accounts with First Southern National Bank, an affiliate of the largest
shareholder of UTG. In aggregate at December 31, 2001 these accounts hold
approximately $4,550,000 for which there are no pledges or guarantees outside
FDIC insurance limits. The Company has not experienced any losses in such
accounts and believes it is not exposed to any significant credit risk on cash
and cash equivalents.

14. NEW ACCOUNTING STANDARDS

15. PROPOSED MERGER

On June 5, 2001, UTG and FCC jointly announced their respective Boards of
Directors approved a definitive agreement whereby UTG would acquire the
remaining common shares (approximately 18%) of FCC which UTG does not currently
own. Under the terms of the agreement, FCC will be merged with and into UTG,
with UTG continuing as the surviving entity in the merger.

Pursuant to the merger agreement, UTG will pay $250 in cash for each share of
FCC common stock not held by United Trust Group. The transaction is subject to
various conditions precedent set forth in the merger agreement, including the
approval of the transaction by the shareholders of FCC. FCC plans to submit the
transaction to the vote of the FCC shareholders to be held at a special meeting
to be called for that purpose. Shareholders of FCC are urged to read the Proxy
Statement when it becomes available.

16. REVERSE STOCK SPLIT OF APPALACHIAN LIFE INSURANCE COMPANY

On June 5, 2001, the board of directors of APPL, a West Virginia corporation and
then 88% owned indirect subsidiary of FCC, approved, subject to shareholder and
any required regulatory approvals, a reverse split of the common stock of APPL.
Under the terms of the reverse stock split, any shareholder of APPL who owns
less than 118,700 shares prior to the effective time of the reverse split would
receive a cash payment based upon $6.50 per share (pre-reverse stock split) of
APPL, and APPL would become a wholly owned subsidiary of UG, a wholly owned
subsidiary of FCC.

The reverse stock split was effected on October 26, 2001. At that time, APPL
became a wholly owned subsidiary of UG, a wholly owned subsidiary of FCC.

17. COMPREHENSIVE INCOME

Tax
Before-Tax (Expense) Net of Tax
2001 Amount or Benefit Amount
------------------------------------- -------------- -------------- -------------

Unrealized holding gains during
Period $ 1,222,583 $ (427,904)$ 794,679
Less: reclassification adjustment
For gains realized in net income (340,341) 119,119 (221,222)
-------------- -------------- -------------
Net unrealized gains 882,242 (308,785) 573,457
-------------- -------------- -------------
Other comprehensive income $ 882,242 $ (308,785) $ 573,457
============== ============== =============

Tax
Before-Tax (Expense) Net of Tax
2000 Amount or Benefit Amount
------------------------------------- -------------- -------------- -------------

Unrealized holding gains during
Period $ 1,513,673 $ 0 $ 1,513,673
Less: reclassification adjustment
for gains realized in net income
(39,486) 0 (39,486)
-------------- -------------- -------------
Net unrealized gains 1,474,187 0 1,474,187
-------------- -------------- -------------
Other comprehensive income $ 1,474,187 $ 0 $ 1,474,187
============== ============== =============

Tax
Before-Tax (Expense) Net of Tax
1999 Amount or Benefit Amount
------------------------------------- -------------- -------------- -------------

Unrealized holding losses during
Period $ (862,048) $ 0 $ (862,048)
Less: reclassification adjustment
for losses realized in net income 0 0 0
-------------- -------------- -------------
Net unrealized losses (862,048) 0 (862,048)
-------------- -------------- -------------
Other comprehensive deficit $ (862,048) $ 0 $ (862,048)
============== ============== =============

In 1999 and 2000 the Company's deferred tax asset was carried at zero net of
allowances. In 2001, the Company established a deferred tax liability of
$385,432 for the unrealized gain based on the applicable United States statutory
rate of 35%.

18. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

2001
-----------------------------------------------------------------------
1st 2nd 3rd 4th
------------ ------------ ------------ ------------

Premiums and policy fees, net $ 4,554,451 $ 4,768,808 $ 4,137,361 $ 3,811,796
Net investment income 4,014,425 3,931,677 3,557,702 3,563,255
Total revenues 8,428,235 9,005,351 7,963,274 7,968,472
Policy benefits including
Dividends 4,937,725 5,193,310 4,586,257 4,807,794
Commissions and
amortization of DAC and COI 929,415 621,810 511,470 773,199
Operating expenses 1,514,115 1,768,758 1,573,817 1,629,001
Operating income (loss) 1,008,366 1,323,667 1,183,712 676,417
Net income (loss) 343,858 975,292 645,873 474,550
Basic earnings (loss) per share 0.08 0.27 0.18 0.13
Diluted earnings (loss) per share 0.08 0.27 0.18 0.13

2000
------------------------------------------------------------------------
1st 2nd 3rd 4th
------------ ------------ ------------ ------------

Premiums and policy fees, net $ 5,337,148 $ 5,201,585 $ 4,470,307 $ 4,480,646
Net investment income 4,252,494 4,009,489 3,927,944 3,895,906
Total revenues 9,933,932 9,348,373 8,471,566 7,993,252
Policy benefits including
Dividends 6,119,515 5,502,941 5,128,773 5,528,128
Commissions and
amortization of DAC and COI 1,097,759 804,071 775,825 1,004,470
Operating expenses 2,827,918 1,732,641 2,095,530 3,459,697
Operating income (loss) (244,223) 1,166,057 408,328 (2,037,231)
Net income (loss) (47,394) 686,907 163,169 (1,499,108)
Basic earnings (loss) per share (0.01) 0.17 0.04 (0.39)
Diluted earnings (loss) per share (0.01) 0.17 0.04 (0.39)

1999
------------------------------------------------------------------------
1st 2nd 3rd 4th
------------ ------------ ------------ ------------

Premiums and policy fees, net $ 6,007,511 $ 5,705,270 $ 5,337,120 $ 4,531,242
Net investment income 3,640,387 3,603,212 3,628,538 3,657,400
Total revenues 9,835,111 9,136,482 8,964,360 8,121,158
Policy benefits including
Dividends 6,115,079 5,569,046 4,864,370 4,740,390
Commissions and
amortization of DAC and COI 1,366,288 1,131,407 1,070,869 1,173,088
Operating expenses 2,080,905 1,882,088 1,678,571 1,891,810
Operating income (loss) 74,962 392,486 1,198,404 189,701
Net income (loss) 132,461 123,481 883,271 (63,304)
Basic earnings (loss) per share 0.05 0.05 0.29 (0.01)
Diluted earnings (loss) per share 0.07 0.07 0.29 (0.00)

ITEM 9. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

NONE

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF UTG

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, 2001, the Board met 5 times. All directors attended at least 75% of
all meetings of the board, except Millard Oakley.

The Board of Directors has an Audit Committee consisting of Messrs. Albin,
Collins, O'Keefe, 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 2001.

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 should be
comprised of eleven directors. At December 31, 2001 The Board consisted of
eleven directors. Shareholders elect Directors to serve for a period of one year
at UTG's Annual Shareholders' meeting.

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.

The following 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.

AUDIT COMMITTEE REPORT TO SHAREHOLDERS

In connection with the December 31, 2001 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 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 V. O'Keefe
Robert W. Teater

DIRECTORS

Name, Age Position with the Company, Business Experience and Other Directorships

John S. Albin, 73 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 56 Director of UTG and FCC since 1999; President and Chief Operating Officer of UTG and
FCC since 2001; Chief Financial Officer, Treasurer, Director of First Southern Bancorp,
Inc. since 1986; Treasurer, Director of First Southern Funding, LLC (formerly First
Southern Funding Inc.) since 1992; Director of The River Foundation, Inc. since 1990;
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 75 Director of UTG since 2000; Director of FCC and certain affiliate companies since
1982. Consultant and past President of Collins-Winston Group, an executive search
firm, since 1976.

Jesse T. Correll 45 Chairman and CEO of UTG and FCC since 2000; Director of UTG and FCC since 1999;
Chairman, President, Director of First Southern Bancorp, Inc. since 1983; President,
Director or Manager of First Southern Funding since 1992; President, Director of The
River Foundation since 1990; President, Director and sole member manager of Dyscim LLC
(formerly Dyscim Holdings Company, Inc.) since 1990; Director of Thomas Nelson, Inc.
since 2001; Director of Computer Services, Inc. since 2001; Director of Global Focus
since 2001; Young Life Dominican Republic Committee Member since 2000. Jesse Correll
is the son of Ward Correll.

Ward F. Correll 73 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 since 1988; Director or
Manager of First Southern Funding since 1991; Director of The River Foundation of
Stanford, KY since 1990; and Director First Southern Insurance Agency of Stanford, KY
since 1987. Ward Correll is the father of Jesse Correll.

Thomas F. Darden 47 Director of UTG and FCC since 2001; Managing Partner of Cherokee Investment Partners
LLC, a real estate investment firm, 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. since 1997; Director of Winston Hotels, Inc. 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 71 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 71 Director of UTG and FCC since 1999; Presently serves on Board of Directors and
Executive Committee of Thomas Nelson, 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; General Counsel, United States
House of Representatives, Washington, D.C., Congressional Committee on Small Business
from 1971-1973; four elective terms as County Attorney for Overton County, TN; delegate
to National Democratic Convention in 1964; 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 80 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 45 Director of UTG and FCC since 2001; 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 75 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.

EXECUTIVE OFFICERS OF UTG

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

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

Other officers of UTG are set forth below:

Name, Age Position with UTG and, Business Experience

James P. Rousey 43 Executive Vice President and Chief Administrative Officer since September 2001;
Regional CEO and Director of First Southern National Bank from 1988 to 2001. Board
Member with the Illinois Fellowship of Christian Athletes since 2001.

Theodore C. Miller 39 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 50 Senior Vice President and Chief Information Officer since 1992; Chief Administrative
Officer from December 2000 to September 2001.

ITEM 11. EXECUTIVE COMPENSATION UTG

Executive Compensation Table

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 UTG's last three fiscal
year: Compensation for services provided by the named executive officers to
UTG and its affiliates is paid by FCC (See also Employment Contracts for Messrs.
Melville and Ryherd)

SUMMARY COMPENSATION TABLE

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

Jesse T. Correll (2) 2001 56,250 - - -
Chairman of the Board 2000 - - - -
Chief Executive Officer 1999 - - - -

Brad M. Wilson 2001 160,000 3,000 - 3,150
Senior Vice President 2000 157,500 3,227 - 3,150
Chief Information Officer 1999 147,700 3,000 3,665 3,150

Theodore C. Miller 2001 100,000 5,000 - 3,000
Corporate Secretary 2000 91,749 - - 2,752
Senior Vice President 1999 86,783 - 3,179 2,603
Chief Financial Officer

(1) Other Annual Compensation consists of interest paid on previously deferred
compensation amounts. All Other Compensation consists of 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. In March 2001,
the Board of Directors approved an annual salary for Mr. Correll of
$75,000, with payments to begin on April 1, 2001.

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

At December 31, 2001 there were no shares of the common stock of UTG subject to
unexercised options held by the named executive officers. There were no options
or stock appreciation rights granted to the named executive officers for the
past three fiscal years.

Compensation of Directors

UTG's standard arrangement for the compensation of directors provides 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 FSF and its affiliates 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 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 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 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. In addition to a base
salary, increased compensation of current and future executive officers of the
Company will be determined using a "performance based" philosophy. UTG's
financial results are analyzed and future increases to compensation will be
proportionately based on the profitability of the Company.

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

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 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. In March 2001, the Board of Directors approved an annual salary for Mr.
Correll of $75,000, with payments to begin on April 1, 2001. 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 compensation 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 William W. Perry
Ward F. Correll Robert W. Teater
Thomas F. Darden

PERFORMANCE GRAPH

The following graph compares the cumulative total shareholder return on UTG's
Common Stock during the five fiscal years ended December 31, 2001 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, 1996 in each of the Company's common stock, the NASDAQ Composite Index, and
the NASDAQ Insurance Stock Index, and that any dividends were reinvested.

Performance Graph


(1)  UTG selected  the NASDAQ  Composite  Index  Performance  as an  appropriate
     comparison since during the time period  reflected,  UTG's Common Stock was
     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 2001 and were officers
or employees of UTG or its affiliates  during 2001: Jesse T. Correll and Randall
L. Attkisson.  Accordingly,  these  individuals  have  participated in decisions
related to compensation of executive officers of UTG and its subsidiaries.

During 2001,  Jesse T. Correll and Randall L. Attkisson,  executive  officers of
UTG,  FCC and their  insurance  subsidiaries,  were also members of the Board of
Directors of FCC and the insurance subsidiaries.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF UTG

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 March 1, 2002 and the nature of such  ownership;  and (ii) the percent of the
issued and outstanding shares of common stock so owned 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         The Correll group  (2)          2,119,921                 60.2%
Stock no
Par value

(1)  The percentage of outstanding shares is based on 3,519,065 shares of common
     stock outstanding.

(2)  The  Correll  group,  who file a  combined  13D/A  with the SEC,  and their
     respective  holdings of UTG common  stock are listed as follows:  (i) First
     Southern  Holdings LLC, of 99 Lancaster  Street,  Stanford,  KY 40484 which
     owns 1,483,791 shares (42.2%) of common stock directly;  (ii) Jesse Correll
     who owns  112,704  shares  (3.2%) of common  stock  directly;  (iii) Dyscim
     Holding LLC, a Kentucky  corporation,  which owns 150,545  shares (4.3%) of
     common  stock,  all of the  outstanding  shares of which are owned by Jesse
     Correll; (iv) WCorrell Limited Partnership, which owns 72,750 shares (2.1%)
     of common  stock,  and in which Jesse  Correll  serves as managing  general
     partner and, as such, has sole voting and dispositive power over the shares
     of common  stock held by it; (v) First  Southern  Capital  Corp.  LLC of 99
     Lancaster  Street,  Stanford,  KY 40484 which owns 183,033 shares (5.2%) of
     common stock;  (vi) Cumberland Lake Shell,  Inc.,  which owns 98,523 shares
     (2.8%) of common stock,  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;
     (vii) First  Southern  Investments  LLC which owns 18,575 shares (less than
     1%) of common stock.


     First Southern Funding LLC ("FSF") and First Southern Bancorp, Inc. ("FSB")
     are also included in the Correll  entities.  On September 4, 2001,  FSF and
     FSB - and their  principals  -  restructured  the manner in which they hold
     shares of United  Trust  Group by forming a new limited  liability  company
     under Kentucky law, First Southern Holdings LLC ("FSH"). FSB contributed to
     FSH  shares of  United  Trust  Group  common  stock  held by it and cash in
     exchange  for a 99%  membership  interest in FSH.  FSF  contributed  to FSH
     shares of United  Trust  Group  common  stock held by it,  subject to notes
     payable which were assumed by FSH for a 1% membership interest in FSH. As a
     result,  FSB and FSF own  99%  and  1%,  respectively,  of the  outstanding
     membership  interests of FSH who is the aforementioned  holder of 1,483,791
     shares (42.2%) of United Trust Group common stock.


SECURITY OWNERSHIP OF MANAGEMENT OF UTG

The  following  tabulation  shows with respect to each of the  directors 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 2001,  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 March 1,  2002 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             Amount                   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   (2)               *
Stock, $1.00      John W. Collins                            0                     *
par value         Jesse T. Correll                       1,217   (3)             2.2%
                  Ward F. Correll                            0                     *
                  Thomas F. Darden                           0                     *
                  Luther C. Miller                           0                     *
                  Theodore C. Miller                        15                     *
                  Millard V. Oakley                          0                     *
                  Robert V. O'Keefe                          0                     *
                  William W. Perry                           0                     *
                  James P. Rousey                            0                     *
                  Robert W. Teater                           0                     *
                  Brad M. Wilson                             2                     *
                  All directors and executive officers   1,234                   2.3%
                  as a group (fourteen in number)

UTG's             John S. Albin                         10,503 (4)                 *
Common            Randall L. Attkisson                       0 (2)                 *
Stock, no         John W. Collins                            0                     *
par value         Jesse T. Correll                   2,002,823 (3)               56.9%
                  Ward F. Correll                       98,523 (5)               2.8%
                  Thomas F. Darden                           0                     *
                  Luther C. Miller                           0                     *
                  Theodore C. Miller                         0                     *
                  Millard V. Oakley                     16,471                     *
                  Robert V. O'Keefe                        300 (6)                 *
                  William W. Perry                           0                     *
                  James P. Rousey                            0                     *
                  Robert W. Teater                       7,380 (7)                 *
                  Brad M. Wilson                             0                     *
                  All directors and executive officers
                  as a group (fourteen in number)    2,136,000                   60.7%

(1)  The percentage of  outstanding  shares for FCC is based on 54,385 shares of
     Common Stock  outstanding.  The percentage of outstanding shares for UTG is
     based on 3,519,065 shares of Common Stock outstanding.

(2)  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.

(3)  The share ownership of Mr. Correll  includes 112,704 shares of United Trust
     Group common stock owned by him  individually  and 150,545 shares of United
     Trust Group common stock held by Dyscim,  LLC. Mr.  Correll owns all of the
     outstanding  membership  interests of Dyscim,  LLC, and  therefore has sole
     voting  and  dispositive  power  over  the  shares  held by it.  The  share
     ownership of Mr. Correll also includes  72,750 shares of United Trust Group
     common stock held by WCorrell,  Limited Partnership,  a limited partnership
     in which Mr. Correll serves as managing  general  partner and, as such, has
     sole voting and dispositive  power over the shares held by it. In addition,
     by virtue of his ownership of voting  securities of First Southern Funding,
     LLC and First Southern Bancorp,  Inc., and in turn, their ownership of 100%
     of the outstanding  membership  interests of First Southern  Holdings,  LLC
     (the holder of 1,483,791  shares of United Trust Group common  stock),  Mr.
     Correll  may be deemed to  beneficially  own the total  number of shares of
     United Trust Group common stock owned by First Southern  Holdings,  and may
     be deemed to share with First  Southern  Holdings  the right to vote and to
     dispose  of  such  shares.  Mr.  Correll  owns  approximately  82%  of  the
     outstanding  membership  interests  of  First  Southern  Funding;  he  owns
     directly  approximately  38%,  companies he controls own approximately 23%,
     and he has the  power  to vote but  does  not own an  additional  3% of the
     outstanding voting stock of First Southern Bancorp.  First Southern Bancorp
     and First  Southern  Funding in turn own 99% and 1%,  respectively,  of the
     outstanding membership interests of First Southern Holdings. Mr. Correll is
     also a manager of First Southern  Capital Corp.,  LLC, and thereby may also
     be deemed to  beneficially  own the  183,033  shares of United  Trust Group
     common  stock held by First  Southern  Capital,  and may be deemed to share
     with it the right to vote and to dispose of such shares. Share ownership of
     Mr.  Correll in United  Trust Group  common  stock does not include  18,575
     shares  of  United  Trust  Group  common  stock  held  by  First   Southern
     Investments, LLC, of which Dyscim, LLC is a member.

     First Southern Bancorp owns 1,217 shares of FCC's common stock.

(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)  Includes 300 shares 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.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

At a December  17, 2001 joint  meeting of the board of directors of UTG, FCC and
their  insurance  subsidiaries,   the  boards  of  directors  of  the  insurance
subsidiaries discussed and decided to further explore and pursue a possible sale
of the insurance  charters of each of APPL and ABE. In the alternative to a sale
of the APPL charter,  the boards also discussed and decided to further explore a
possible  merger of APPL into UG.  Regardless  of whether a merger is ultimately
pursued or the charters of each  subsidiary are sold, UG would likely assume and
reinsure  the  existing  insurance  policies of those  subsidiaries  in any such
transaction.

During the fourth  quarter of 2001,  UG  purchased  real  estate from an outside
third party through the  formation of an LLC in which UG is a two-thirds  owner.
The other one-third partner is Millard V. Oakley,  who is a Director of both UTG
and FCC.  Hampshire Plaza,  LLC consists of a twenty story,  254,000 square foot
office  tower,  an attached  72,000  square foot retail  plaza,  and an attached
parking garage with approximately 350 parking spaces located in Manchester,  New
Hampshire  for  $6,333,336.  At December 31,  2001,  the property was carried at
$6,491,734.

On November  15, 2001,  UTG was  extended a  $3,300,000  line of credit from the
First National Bank of the  Cumberlands  located in Livingston,  Tennessee.  The
First National Bank of the  Cumberlands is owned by Millard V. Oakley,  who is a
Director  of both UTG and FCC.  The line of credit will expire one year from the
date of issue,  and all funds  advanced under this line of credit are to be used
for the repurchase of stock.  The interest rate provided for in the agreement is
variable  and indexed to be the lowest of the U.S.  prime rates as  published in
the money section of the Wall Street Journal, with any interest rate adjustments
to be made  monthly.  To date,  the Company  has no  borrowings  or  obligations
attributable to this line of credit.

On October 26, 2001,  APPL effected a reverse stock split,  as a result of which
(i) it became a  wholly-owned  subsidiary  of UG, and an  indirect  wholly-owned
subsidiary  of FCC and UTG,  and  (ii) its  minority  shareholders  received  an
aggregate  of  $1,055,294.50  in respect of their  shares.  Prior to the reverse
stock split, UG owned 88% of the outstanding shares of APPL.

On  September  4, 2001,  FSF and FSBI (and their  principals)  restructured  the
manner in which  they  hold  shares of UTG by  forming a new  limited  liability
company  under  Kentucky  law,  First  Southern  Holdings,   LLC  ("FSH").  FSBI
contributed  to FSH shares of UTG common  stock held by it and cash in  exchange
for a 99%  membership  interest  in FSH.  FSF  contributed  to FSH shares of UTG
common stock held by it,  subject to notes  payable which were assumed by FSH in
exchange for a 1% membership interest in FSH.

On April 12, 2001,  UTG  completed  the purchase of 22,500  shares of UTG common
stock and 544 shares of FCC  common  stock  from  James E.  Melville  and family
pursuant to the Melville Purchase Agreement in exchange for five year promissory
notes of UTG in the aggregate  principal amount of $288,800.  On April 12, 2001,
UTG also completed the purchase from another family member of Mr. Melville of an
additional  100 shares of UTG for a total cash payment of $800. The purchase for
cash by UTG of an additional 39 shares of FCC common stock owned by Mr. Melville
at a purchase  price of $200.00 per share was  consummated on June 27, 2001. Mr.
Melville was a former director of UTG, FCC and the three insurance  subsidiaries
of UTG; he resigned from those boards on February 13, 2001.

On April 12, 2001,  UTG also  completed  the  purchase of 559,440  shares of UTG
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
UTG in the principal amount of $3,527,494.  The purchase by UTG of the remaining
3,775  shares of UTG 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 was completed on June 20,
2001. The promissory notes of UTG received by certain of the sellers pursuant to
the Melville Purchase  Agreement and the Ryherd Purchase Agreement bear interest
at a rate of 7% per annum (paid quarterly) with payments of principal to be 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, UTG also purchased in a separate transaction 10,891 shares of
UTG  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
UTG  (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 UTG and FCC who resigned his position on
January 8, 2001.  Mr. Cook  proposed the stock  purchase to Jesse T. Correll who
agreed to  purchase  Mr.  Cook's  stock on  substantially  the same terms as the
purchases of the stock held by Messrs. Melville and Ryherd as described above.

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 for
investment  purposes,  a shopping  center in Somerset,  Kentucky,  approximately
12,000 acres of timberland  in Kentucky,  and a 50%  partnership  interest in an
additional 11,000 acres of Kentucky timberland. North Plaza has no debt. The net
assets were valued at $7,500,000,  which equates to $11.00 per share for the new
shares of UTG that were issued in the transaction.

Mr.  Correll is Chairman of the Board of  Directors of UTG and  currently  UTG's
largest  shareholder  through his ownership control of FSF, FSBI and affiliates.
Mr. Correll is the majority  shareholder of FSF and FSBI, a bank holding company
that operates out of 14 locations in central Kentucky. At December 31, 2001, Mr.
Correll owns or controls directly and indirectly approximately 60% 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").

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  under their  agreement  with UII for 1999.  UII paid $223,753
under their agreement with UTG for 1999.  Additionally,  UII paid FCC $30,000 in
1999 for  reimbursement  of costs  attributed to UII. These  reimbursements  are
reflected as a credit to general expenses.

UTG  paid  FCC  $550,000,   $750,000  and  $600,000  in  2001,  2000  and  1999,
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
$6,156,903,   $6,061,515  and  $6,251,340  to  FCC  in  2001,   2000  and  1999,
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 $332,673,  $371,211 and $392,005 in
2001, 2000 and 1999, 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,   $444,000  and  $300,000  in  2001,  2000  and  1999,
respectively 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  accounting
principles generally accepted in the United States of America.

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 $79,730,  $34,721 and $11,578 in servicing fees and $22,626, $91,392 and
$0 in origination fees to FSNB during 2001, 2000 and 1999, 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  $145,407,  $96,599  and  $39,336 in 2001,  2000 and
1999,respectively  to First  Southern  Bancorp,  Inc. in  reimbursement  of such
costs.  In addition,  beginning in 2001,  the Company began  reimbursing  FSBI a
portion of salaries for Mr. Correll and Mr.  Attkisson.  The  reimbursement  was
approved  by the UTG board of  directors  and  totaled  $128,411  in 2001  which
included salaries and other benefits.

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,  2001 and for
fiscal year ended December 31, 2000. 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 2001  totaled  $165,000,  and audit
fees billed for quarterly reviews of the Company's financial  statements totaled
$16,979.  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  2002  because  UTG  generally  chooses   accountants  shortly  before  the
commencement of the annual audit work.



                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  The following documents are filed as a part of the report:

     (1)  Financial Statements:

          See  Item 8, Index to Financial Statements

     (2)  Financial Statement Schedules

          Schedule I - Summary of  Investments  - other than invested in related
          parties.

          Schedule II - Condensed financial information of registrant

          Schedule IV - Reinsurance

          Schedule V - Valuation and qualifying accounts


          NOTE: Schedules other than those listed above are omitted because they
          are not required or the  information  is  disclosed  in the  financial
          statements or footnotes.


(b)  Reports on Form 8-K filed during fourth quarter.

          UTG filed a Form 8-K with the SEC on January 2, 2002. The topic listed
          under  Item 5.  Other  Events  was  the  voluntary  de-listing  of the
          Company's stock (symbol "UTGI") from quotation on the NASDAQ small cap
          market with a report date of December 31, 2001.


(c)  Exhibits:

          Index to Exhibits (See pages 78 and 79).


                                           INDEX TO EXHIBITS

 Exhibit
 Number
 -------

3(a) (1) Amended  Articles of  Incorporation  for the Company dated November 20,
         1987.

3(b) (1) Amended  Articles of  Incorporation  for the Company dated  December 6,
         1991.

3(c) (1) Amended Articles of Incorporation for the Company dated March 30, 1993.

3(d) (1) Code of By-Laws for the Company.

10(a)(2) Coinsurance  Agreement  dated  September  30, 1996  between  Universal
         Guaranty Life  Insurance  Company and First  International  Life  Insurance
         Company, including assumption reinsurance agreement exhibit and amendments.

10(b)(1) Subcontract  Agreement  dated  September 1, 1990 between United Trust,
         Inc. and United Income, Inc.

10(c)(1) Service  Agreement  dated  November  8, 1989  between  United  Security
         Assurance Company and United Income, Inc.

10(d)(1) Management  and  Consultant  Agreement  dated as of  January  1,  1993
         between  First   Commonwealth   Corporation  and  Universal  Guaranty  Life
         Insurance Company.

10(e)(1) Management  Agreement  dated  December 20, 1981  between  Commonwealth
         Industries Corporation, and Abraham Lincoln Insurance Company.

10(f)(1) Reinsurance  Agreement dated January 1, 1991 between Universal Guaranty
         Life Insurance Company and Republic Vanguard Life Insurance Company.

10(g)(1) Reinsurance  Agreement  dated  July 1, 1992  between  United  Security
         Assurance Company and Life Reassurance Corporation of America.

10(h)(3) Employment  Agreement dated as of July 31, 1997 between Larry E. Ryherd
         and First Commonwealth Corporation

10(i)(3) Employment  Agreement  dated  as of July  31,  1997  between  James E.
         Melville and First Commonwealth Corporation

10(j)(1) Agreement  dated June 16,  1992  between  John K.  Cantrell  and First
         Commonwealth Corporation.

10(k)(1) Stock Purchase  Agreement  dated February 20, 1992 between United Trust
         Group, Inc. and Sellers.

10(l)(1) Amendment No. One dated April 20, 1992 to the Stock Purchase  Agreement
         between the Sellers and United Trust Group, Inc.










                                           INDEX TO EXHIBITS

 Exhibit
 Number
 ------
10(m)(1) Security  Agreement  dated June 16, 1992  between  United Trust Group,
         Inc. and the Sellers.

10(n)(1) Stock  Purchase  Agreement  dated June 16, 1992  between  United  Trust
         Group, Inc. and First Commonwealth Corporation

10(o)    Universal  note and security  agreement  dated  November 15, 2001,  between
         United Trust Group, Inc. and First National Bank of the Cumberlands.

10(p)    Line of credit  agreement  dated  November 15, 2001,  between  United Trust
         Group, Inc. and First National Bank of the Cumberlands.

99(a)(4) Audit Committee Charter


Footnote:

     (1)  Incorporated  by reference  from the  Company's  Annual Report on Form
          10-K, File No. 0-5392, as of December 31, 1993.

     (2)  Incorporated  by reference  from the  Company's  Annual Report on Form
          10-K, File No. 0-5392, as of December 31, 1996.

     (3)  Incorporated  by reference  from the  Company's  Annual Report on Form
          10-K, File No. 0-5392, as of December 31, 1997.

     (4)  Incorporated  by reference  from the  Company's  Annual Report on Form
          10-K, File No. 0-5392, as of December 31, 2000.



                            UNITED TRUST GROUP, INC.
                       SUMMARY OF INVESTMENTS - OTHER THAN
                         INVESTMENTS IN RELATED PARTIES
                             As of December 31, 2001

                                                                                  Schedule I

                    Column A                      Column B        Column C        Column D
-------------------------------------------------------------   -------------   -------------

                                                                                 Amount at
                                                                                Which Shown
                                                                                 in Balance
                                                    Cost           Value           Sheet
                                                -------------   -------------   -------------
Fixed maturities:
    Bonds:
      United States Government and
         government agencies and authorities  $    6,904,757  $    7,183,965  $    6,904,757
      State, municipalities, and political
         subdivisions                             11,788,567      12,029,784      11,788,567
      Collateralized mortgage obligations            128,471         133,291         128,471
      Public utilities                            22,219,127      23,008,044      22,219,127
      All other corporate bonds                   33,964,473      35,370,326      33,964,473
                                                -------------   -------------   -------------
    Total fixed maturities                        75,005,395  $   77,725,410      75,005,395
                                                                =============

Investments held for sale:
    Fixed maturities:
      United States Government and
         government agencies and authorities      35,240,384  $   36,182,839      36,182,839
      State, municipalities, and political
         subdivisions                                192,059         202,256         202,256
      Collateralized mortgage obligations         53,777,577      54,003,623      54,003,623
      Public utilities                                     0               0               0
      All other corporate bonds                    8,374,074       8,239,722       8,239,722
                                                -------------   -------------   -------------
                                                  97,584,094  $   98,628,440      98,628,440
                                                                =============

    Equity securities:
      Banks, trusts and insurance companies        1,000,000  $    1,100,000       1,100,000
      All other corporate securities               2,937,812       2,752,716       2,752,716
                                                -------------   -------------   -------------
                                                   3,937,812  $    3,852,716       3,852,716
                                                                =============


Mortgage loans on real estate                     23,386,895                      23,386,895
Investment real estate                            18,226,451                      18,226,451
Real estate acquired in satisfaction of debt               0                               0
Policy loans                                      13,608,456                      13,608,456
Other long-term investments                                0                               0
Short-term investments                               581,382                         581,382
                                                -------------                   -------------
    Total investments                         $  232,330,485                  $  233,289,735
                                                =============                   =============




UNITED TRUST GROUP, INC.
CONDENSED FINANCIAL INFORMATION OF REGISTRANT                        Schedule II
NOTES TO CONDENSED FINANCIAL INFORMATION


(a)  The condensed financial  information should be read in conjunction with the
     consolidated financial statements and notes of United Trust Group, Inc. and
     Consolidated Subsidiaries.




                            UNITED TRUST GROUP, INC.
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                           PARENT ONLY BALANCE SHEETS
                        As of December 31, 2001 and 2000

                                                                         Schedule II


                                                            2001            2000
                                                        -------------   -------------

ASSETS

    Investment in affiliates                          $   39,542,877  $   36,443,353
    Cash and cash equivalents                                378,133       1,851,441
    Notes receivable from affiliate                       11,536,698      12,839,193
    FIT recoverable                                           10,969           7,583
    Accrued interest income                                   64,331          20,837
    Receivable from affiliates, net                          133,963               0
                                                        -------------   -------------
        Total assets                                  $   51,666,971  $   51,162,407
                                                        =============   =============




LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
    Notes payable                                     $    4,400,670  $    1,817,169
    Payable to affiliates, net                                     0         156,000
    Deferred income taxes                                  2,156,203       2,140,774
    Other liabilities                                        336,484         334,031
                                                        -------------   -------------
        Total liabilities                                  6,893,357       4,447,974
                                                        -------------   -------------




Shareholders' equity:
    Common stock, net of treasury shares                      70,996          83,501
    Additional paid-in capital, net of treasury           42,789,636      47,730,980
    Accumulated other comprehensive
        income of affiliates                                 908,744         335,287
    Retained earnings (accumulated deficit)                1,004,238      (1,435,335)
                                                        -------------   -------------
        Total shareholders' equity                        44,773,614      46,714,433
                                                        -------------   -------------
        Total liabilities and shareholders' equity    $   51,666,971  $   51,162,407
                                                        =============   =============








                            UNITED TRUST GROUP, INC.
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                      PARENT ONLY STATEMENTS OF OPERATIONS
                       Three Years Ended December 31, 2001

                                                                                    Schedule II

                                                       2001            2000            1999
                                                   -------------   -------------   -------------

Revenues:

    Management fees from affiliates             $             0 $             0 $       528,638
    Other income from affiliates                            858           4,381          43,148
    Interest income from affiliates                     987,886       1,242,990       1,099,013
    Interest income                                      40,323          84,519          37,402
                                                   -------------   -------------   -------------
                                                      1,029,067       1,331,890       1,708,201


Expenses:

    Management fee to affiliate                         550,000         750,000         600,000
    Interest expense                                    326,499         376,095         387,966
    Interest expense to affiliates                            0               0          31,325
    Operating expenses                                  110,419          79,015          90,304
                                                   -------------   -------------   -------------
                                                        986,918       1,205,110       1,109,595
                                                   -------------   -------------   -------------

    Operating income                                     42,149         126,780         598,606

    Income tax expense                                  (12,043)        (60,550)       (192,247)
    Equity in income of investees                             0               0          53,555
    Equity in income (loss) of subsidiaries           2,409,467        (762,656)        615,995
                                                   -------------   -------------   -------------
        Net income (loss)                       $     2,439,573 $      (696,426)$     1,075,909
                                                   =============   =============   =============


Basic income (loss) per share from continuing
   operations and net income (loss)             $          0.65 $         (0.17)$          0.38
                                                   =============   =============   =============

Diluted income (loss) per share from continuing
operations and net income (loss)                $          0.65 $         (0.17)$          0.38
                                                   =============   =============   =============

Basic weighted average shares outstanding             3,733,432       4,056,439       2,839,703
                                                   =============   =============   =============

Diluted weighted average shares outstanding           3,733,432       4,056,439       2,839,934
                                                   =============   =============   =============



                            UNITED TRUST GROUP, INC.
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                      PARENT ONLY STATEMENTS OF CASH FLOWS
                       Three Years Ended December 31, 2001
                                                                                         Schedule II

                                                            2001            2000            1999
                                                        -------------   -------------   -------------

Increase (decrease) in cash and cash equivalents
Cash flows from operating activities:
   Net income (loss)                                  $    2,439,573  $     (696,426) $    1,075,909
   Adjustments to reconcile net income (loss) to
     net cash provided by operating activities:
    Equity in (income) loss of subsidiaries               (2,409,467)        762,656        (615,995)
    Equity in income of investees                                  0               0         (53,555)
    Change in accrued interest income                        (43,494)         20,625          12,886
    Depreciation                                                   0           5,102           7,266
    Change in deferred income taxes                           15,429          60,288         185,406
    Change in indebtedness (to) from affiliates, net        (289,963)          8,690         166,422
    Change in other assets and liabilities                      (933)         32,966         (25,070)
                                                        -------------   -------------   -------------
Net cash provided by (used in) operating activities         (288,855)        193,901         753,269
                                                         -------------   -------------   -------------

Cash flows from investing activities:
    Purchase of stock of affiliates                           (7,800)         (3,200)        (50,325)
    Sale of stock of affiliates                                    0               0          71,195
    Issuance of notes receivable to affiliates                     0               0        (610,000)
    Payments received on notes receivable from affiliates  1,302,495       2,000,000         400,000
    Payments received on mortgage loans                            0               0          50,000
                                                        -------------   -------------   -------------
Net cash provided by (used in) investing activities        1,294,695       1,996,800        (139,130)
                                                        -------------   -------------   -------------

Cash flows from financing activities:
    Purchase of treasury stock                            (1,176,653)              0        (149,955)
    Payments on notes payable                             (1,302,495)     (1,515,800)       (433,974)
    Cash received in merger                                        0               0         607,508
    Cash received in liquidation of subsidiary                     0               0          27,936
                                                        -------------   -------------   -------------
Net cash provided by (used in) financing activities       (2,479,148)     (1,515,800)         51,515
                                                        -------------   -------------   -------------

Net increase (decrease) in cash and cash equivalents      (1,473,308)        674,901         665,654
Cash and cash equivalents at beginning of year             1,851,441       1,176,540         510,886
                                                        -------------   -------------   -------------
Cash and cash equivalents at end of year              $      378,133  $    1,851,441  $    1,176,540
                                                        =============   =============   =============












                            UNITED TRUST GROUP, INC.
                                   REINSURANCE
          As of December 31, 2001 and the year ended December 31, 2001

                                                                                       Schedule IV



--------------------------------------------------------------------------------------------------


        Column A             Column B       Column C        Column D       Column E      Column F
                           -------------  ------------   -------------   -------------  ----------

                                                                                        Percentage
                                            Ceded to        Assumed                      of amount
                                             other        from other                    assumed to
                            Gross amount   companies      companies     Net amount         net

--------------------------------------------------------------------------------------------------






Life insurance
   in force              $ 2,630,460,130 $ 653,610,000 $ 1,632,820,870 $ 3,609,671,000    45.2%
                           =============  ============   =============   =============



Premiums and policy fees:

   Life insurance        $    20,150,537 $   3,135,311 $       109,457 $    17,124,683     0.6%

   Accident and health
     insurance                   170,923        36,787               0         134,136     0.0%
                            ------------  ------------   -------------    ------------

                         $    20,321,460 $   3,172,098 $       109,457 $    17,258,819     0.6%
                           =============  ============   =============    ============
















                            UNITED TRUST GROUP, INC.
                                   REINSURANCE
          As of December 31, 2000 and the year ended December 31, 2000

                                                                                       Schedule IV



--------------------------------------------------------------------------------------------------


         Column A            Column B       Column C       Column D        Column E      Column F
                           -------------  ------------   -------------   -------------  ----------

                                                                                        Percentage
                                            Ceded to       Assumed                      of amount
                                             other        from other                    assumed to
                            Gross amount   companies       companies      Net amount      net

--------------------------------------------------------------------------------------------------






Life insurance
   in force              $ 2,878,693,447 $ 734,621,000 $ 1,020,170,553 $ 3,164,243,000    32.2%
                           =============  ============   =============   =============



Premiums and policy fees:

   Life insurance        $    22,789,885 $   3,518,015  $       76,069 $    19,347,939     0.4%

   Accident and health
     insurance                   179,904        38,157               0         141,747     0.0%
                           -------------  ------------   -------------   -------------

                         $    22,969,789 $   3,556,172  $       76,069 $    19,489,686     0.4%
                           =============  ============   =============   =============















                            UNITED TRUST GROUP, INC.
                                   REINSURANCE
          As of December 31, 1999 and the year ended December 31, 1999

                                                                                       Schedule IV



--------------------------------------------------------------------------------------------------


        Column A             Column B       Column C       Column D        Column E      Column F
                           -------------  ------------   -------------   -------------  ----------

                                                                                        Percentage
                                            Ceded to        Assumed                      of amount
                                             other        from other                    assumed to
                           Gross amount    companies       companies      Net amount       net

--------------------------------------------------------------------------------------------------






Life insurance
   in force              $ 3,142,274,477 $ 831,024,000 $ 1,008,903,523 $ 3,320,154,000    30.4%
                            ============  ============   =============   =============



Premiums and policy fees:

   Life insurance        $    25,345,843 $   3,929,888 $        20,324 $    21,436,279     0.1%

   Accident and health
     insurance                   193,541        48,677               0         144,864     0.0%
                            ------------  ------------   -------------    ------------

                         $    25,539,384 $   3,978,565 $        20,324 $    21,581,143     0.1%
                            ============  ============   =============    ============









                            UNITED TRUST GROUP, INC.
                        VALUATION AND QUALIFYING ACCOUNTS
         As of and for the years ended December 31, 2001, 2000, and 1999

                                                                                        Schedule V

                                           Balance at      Additions
                                           Beginning        Charges                     Balances at
              Description                  Of Period      and Expenses    Deductions   End of Period
-----------------------------------------------------------------------------------------------------


December 31, 2001
 .
Allowance for doubtful accounts -
     mortgage loans                     $   240,000     $       30,000   $   150,000    $  120,000                                                                                 $




December 31, 2000

Allowance for doubtful accounts -
     mortgage loans                     $    70,000     $      170,000   $         0    $  240,000                                                                                 $




December 31, 1999

Allowance for doubtful accounts -
    mortgage loans                      $    70,000     $            0   $         0    $   70,000                                                                                 $





                                              SIGNATURES

   Pursuant to the  requirements  of the Securities  Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on the dates indicated.

                                       UNITED TRUST GROUP, INC.
                                             (Registrant)

 John S. Albin                                                                         March 26, 2002
John S. Albin, Director

/s/  Randall L. Attkisson                                                              March 26, 2002
Randall L. Attkisson, President, Chief
  Operating Officer and Director

 /s/  John W. Collins                                                                  March 26, 2002
John W. Collins, Director

/s/  Jesse T. Correll                                                                  March 26, 2002
Jesse T. Correll, Chairman of the Board,
  Chief Executive Officer and Director

/s/ Ward F. Correll                                                                    March 26, 2002
Ward F. Correll, Director

/s/ Thomas F. Darden                                                                   March 26, 2002
Thomas F. Darden, Director

/s/  Luther C. Miller                                                                  March 26, 2002
Luther C. Miller, Director

/s/  Millard V. Oakley                                                                 March 26, 2002
Millard V. Oakley, Director

/s/  Robert V. O'Keefe                                                                 March 26, 2002
Robert V. O'Keefe, Director

/s/  William W. Perry                                                                  March 26, 2002
William W. Perry, Director

/s/  Robert W. Teater                                                                  March 26, 2002
Robert W. Teater, Director

/s/  Theodore C. Miller                                                                March 26, 2002
Theodore C. Miller, Corporate Secretary
  and Chief Financial Officer