File No. 333-_____________

As filed with the Securities and Exchange Commission on October 9, 2002.


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                        United Trust Group, Inc.

             (Exact name of Registrant as specified in its charter)

     Illinois                                          37-1172848

(State or other jurisdiction                        (I.R.S. Employer
 of incorporation or organization)               Identification Number)

    5250 South Sixth Street Road, P.O. Box 5147, Springfield, Illinois, 62703   

   (Address of Principal Executive Offices)               (Zip Code)

       United Trust Group, Inc. Employee and Director Stock Purchase Plan    

                              (Full title of plan)

                               Theodore C. Miller
     Corporate Secretary, Senior Vice President and Chief Financial Officer
                            United Trust Group, Inc.
                          5250 South Sixth Street Road
                                  P.O. Box 5147
                           Springfield, Illinois 62703
                                 (217) 323-6300
_______________________________________________________________________________
 (Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                             Cynthia W. Young, Esq.
                           Wyatt, Tarrant & Combs, LLP
                                 2800 PNC Plaza
                           Louisville, Kentucky 40202
                                 (502) 589-5235

                                           CALCULATION OF REGISTRATION FEE

    Title of Securities          Amount           Proposed Maximum              Proposed              Amount Of
           to be                 to be             Offering Price           Maximum Aggregate     Registration Fee
        Registered             Registered          per Share (1)           Offering Price (1)            (1)
       Common Stock,
       no par value           400,000 (2)             $12.11                  $4,845,210             $4,845.21



(1)  Pursuant to Rule 457(h), the proposed maximum offering price per share, the
     proposed  maximum  aggregate   offering  price  and  the  registration  fee
     calculation are based on the actual purchase price of $12.00 per share with
     respect to 367,000 shares, and the book value per share of $13.37, computed
     as of the  latest  practicable  date  prior to the date of  filing  of this
     registration statement,  with respect to 33,000 shares. Book value was used
     because there were no trades in the  Registrant's  common stock meeting the
     applicable calculation requirements of Rule 457(c).

(2)  The  Registrant  also  hereby  registers  such   indeterminate   number  of
     additional  shares  of  Common  Stock  as may  be  issued  pursuant  to the
     anti-dilution  provisions of the plan and pursuant to Rule 416(a) under the
     Securities Act of 1933, as amended (the "Securities Act").


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

     The following  documents  filed by the  Registrant  with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"),  are incorporated  herein by reference
and deemed to be a part hereof from the date of the filing of such documents:

     1. The Registrant's  Annual Report on Form 10-K for the year ended December
31, 2001;

     2. The Registrant's  Quarterly  Reports on Form 10-Q for the quarters ended
March 31, 2002 and June 30, 2002;

     3. The Registrant's  Current Reports on Form 8-K filed January 2, 2002, May
22, 2002, June 10, 2002 and June 13, 2002; and

     4. The  description  of the  Registrant's  Common  Stock  contained  in the
Registrant's  Registration  Statement on Form S-4,  filed  January 14, 1998 (SEC
File No. 333-44269),  including any subsequent amendment or report filed for the
purpose of updating that description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded  for purposes of this
Registration  Statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document  incorporated  by  reference  herein  shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  in any other  subsequently  filed  document  which also is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.           Description of Securities.

                  Not Applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not Applicable.

Item 6.           Indemnification of Directors and Officers.

     The  circumstances  under which an  Illinois  corporation  may  indemnify a
director,  officer,  employee or agent of the  corporation  are set forth in the
Illinois  Business  Corporation  Act of 1983,  as  amended  at 805 ILCS  5/8.75.
Article XI of the Registrant's  Bylaws is substantially  similar to the statute,
and provides as follows:




                                   "ARTICLE XI
                          INDEMNIFICATION OF OFFICERS,
                         DIRECTORS, EMPLOYEES AND AGENTS

     SECTION  1. The  corporation  shall  indemnify  any  person who was or is a
party,  or is  threatened  to be  made a party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action,  suit or  proceeding,  if he acted in good faith and in a manner he
reasonably  believed  to be in,  or not  opposed  to the best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.  The termination of
any action, suit or proceeding by judgment or settlement,  conviction, or upon a
plea of nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
or she  reasonably  believed to be in or not opposed to the best interest of the
corporation,  and with respect to any criminal  action or  proceeding,  that the
person had reasonable cause to believe that his conduct was unlawful.

     SECTION  2. The  corporation  shall  indemnify  any  person who was or is a
party,  or is  threatened  to be  made a party  to any  threatened,  pending  or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment  in its  favor by  reason  of the fact  that  such  person  is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit,
if such person acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best  interests  of the  corporation,  provided
that no  indemnification  shall be made with  respect  to any claim,  issue,  or
matter as to which  such  person  shall  have  been  adjudged  to be liable  for
negligence  or  misconduct  in the  performance  of his duty to the  corporation
unless  and only to the extent  that the court in which such  action or suit was
brought shall  determine upon  application  that,  despite the  adjudication  of
liability,  but in view of all the  circumstances  of the case,  such  person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper.

     SECTION  3.  To the  extent  that a  director,  officer  or  employee  of a
corporation has been successful,  on the merits or otherwise,  in the defense of
any action, suit or proceeding referred to in sections 1 and 2, or in defense of
any claim,  issue or matter  therein,  such person shall be indemnified  against
expenses  actually  and  reasonably   incurred  by  such  person  in  connection
therewith.

     SECTION 4. Any indemnification  under sections 1 and 2 shall be made by the
corporation  only as authorized in the specific case, upon a determination  that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances  because he or she has met the applicable  standard of conduct set
forth in sections 1 and 2. Such determination shall be made: (a) by the board of
directors by a majority  vote of a quorum  consisting  of directors who were not
parties  to such  action,  suit or  proceeding,  or, (b) if such a quorum is not
obtainable,  or even if  obtainable,  a quorum  of  disinterested  directors  so
directs,  by  independent  legal  counsel  in a written  opinion,  or (c) by the
shareholders.

     SECTION 5. Expenses incurred in defending a civil or criminal action,  suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action,  suit or proceeding,  as authorized by the board of directors in
the  specific  case,  upon  receipt  of an  undertaking  by or on  behalf of the
director,  officer,  employee  or agent to repay  such  amount,  unless it shall
ultimately be  determined  that he or she is entitled to be  indemnified  by the
corporation as authorized in this article.

     SECTION 6. The indemnification provided by this article shall not be deemed
exclusive  of any  other  rights  to  which  those  seeking  indemnification  or
advancement  of expenses may be entitled  under any by-law,  agreement,  vote of
shareholders or disinterested directors, or otherwise,  both as to action in his
or her official capacity and as to action in another capacity while holding such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

     SECTION 7. The  corporation  shall have the power to purchase  and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent  of  the  corporation,  or who is or was  serving  at the  request  of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other  enterprise,  against any liability
asserted  against such person and incurred by such person in any such  capacity,
or  arising  out of his or her status as such,  whether  or not the  corporation
would have the power to indemnify such person  against such liability  under the
provisions of these  sections.

     SECTION 8. If the corporation  has paid indemnity or has advanced  expenses
to a director,  officer,  employee or agent,  the  corporation  shall report the
indemnification  or advance in  writing to the  shareholders  with or before the
notice of the next shareholders meeting.

     SECTION 9. References to "the  corporation"  shall include,  in addition to
the surviving  corporation,  any merging corporation,  including any corporation
having merged with a merging  corporation,  absorbed in a merger which otherwise
would have  lawfully been entitled to indemnify  its  directors,  officers,  and
employees or agents."


Item 7.           Exemption from Registration Claimed.

                  Not Applicable.

Item 8.           Exhibits

                  See Exhibit Index, which is incorporated herein by reference.

Item 9.           Undertakings

         (a)      The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
               of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
               arising after the effective date of this  Registration  Statement
               (or the most  recent  post-effective  amendment  thereof)  which,
               individually or in the aggregate,  represent a fundamental change
               in the  information  set  forth in this  Registration  Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation from the low or high end of the maximum  offering range
               may be  reflected  in the  form  of  prospectus  filed  with  the
               Commission  pursuant  to Rule  424(b) if, in the  aggregate,  the
               changes in volume and price  represent  no more than a 20 percent
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               Registration Statement.

                    (iii) To include any  material  information  with respect to
               the  plan  of  distribution  not  previously  disclosed  in  this
               Registration Statement or any material change to such information
               in this Registration Statement;

     Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) above do not
     apply if the  registration  statement is on Form S-3, Form S-8 or Form F-3,
     and the information  required to be included in a post-effective  amendment
     by  those  paragraphs  is  contained  in  periodic  reports  filed  by  the
     Registrant  pursuant  to  Section  13 or  Section  15(d) of the  Securities
     Exchange  Act  of  1934  that  are   incorporated   by  reference  in  this
     Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new registration statement relating to the securities being offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Springfield,  State of Illinois,  on the 24th day of
September, 2002.

                               UNITED TRUST GROUP, INC.


                               By:       /s/ Randall L. Attkisson
                                        Randall L. Attkisson

                               Title:    President and Chief Operating Officer


     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints Randall L. Attkisson and Theodore C. Miller with
the power to act without the other, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,  for him or her,
and in his or her name, place and stead, in any and all capacities,  to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the  premises,  as fully and to all intents and purposes
as he or she might or could do in person,  hereby  ratifying and  confirming all
that said  attorneys-in-fact  and agents, or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.




     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  on Form S-8 has  been  signed  below  by the  following
persons on the dates and in the capacities indicated.

Name                             Capacity                          Date


   /s/ John S. Albin             Director                  September 24, 2002
John S. Albin

  /s/ Randall L. Attkisson       Director, President       September 24, 2002
Randall L. Attkisson


  /s/ Jesse T. Correll           Director, Chief           September 24, 2002
Jesse T. Correll                 Executive Officer
                                (Principal Executive Officer)

  /s/ Ward F. Correll            Director                  September 24, 2002
Ward F. Correll


Thomas F. Darden                 Director                  September 24, 2002

Millard V. Oakley                Director                  September 24, 2002

  /s/ William W. Perry           Director                  September 24, 2002
William W. Perry

  /s/ James P. Rousey            Director, Executive,      September 24, 2002
James P. Rousey                  Vice President


  /s/ Robert W. Teater           Director                  September 24, 2002
Robert W. Teater

  /s/ Theodore C. Miller         Chief Financial and       September 24, 2002
Theodore C. Miller               Accounting Officer
                                (Principal Financial and
                                 Accounting Officer)




                                  EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8



Exhibit Number                                         Description                                        Page

4.1 (1)                 Articles of Incorporation of the Registrant and all amendments thereto.

4.2 (2)                 Bylaws of the Registrant and all amendments thereto.

5                       Opinion and Consent of Wyatt, Tarrant & Combs, LLP.                                 9

23.1                    Consent of Wyatt, Tarrant & Combs, LLP (included in Exhibit 5).                     9

23.2                    Consent of Kerber, Eck & Braeckel LLP.                                             10

24                      Power of Attorney (precedes signatures).                                            6

99.1                    United Trust Group, Inc. Employee and Director Stock Purchase Plan.                12

99.2                    United Trust Group, Inc. Stock Restriction and Buy-Sell Agreement                  18
                        (included in Exhibit 99.1).

Footnotes:

(1)                     Incorporated by reference to Exhibit 3.1 of the Registrant's Quarterly
                        Report on Form 10-Q for the quarter ended June 30, 2002 (SEC File No.
                        000-16867).


(2)                     Incorporated by reference to Exhibit 3.2 of the Registrant's Quarterly
                        Report on Form 10-Q for the quarter ended June 30, 2002 (SEC File No.
                        000-16867).





                                                                       Exhibit 5

                   [Letterhead of Wyatt, Tarrant & Combs, LLP]

                                                              September 30, 2002


Board of Directors
United Trust Group, Inc.
5250 South Sixth Street Road
P.O. Box 5147
Springfield, Illinois 62703

Gentlemen:

     We have  acted  as  counsel  to  United  Trust  Group,  Inc.,  an  Illinois
corporation  (the "Company"),  in connection with the Registration  Statement on
Form S-8 (the  "Registration  Statement")  being filed by the  Company  with the
Securities  and Exchange  Commission  pursuant to the Securities Act of 1933, as
amended (the "Act"),  to register 400,000 shares (the "Shares") of the Company's
common stock, no par value, issuable under the United Trust Group, Inc. Employee
and Director Stock Purchase Plan (the "Plan").

     We have examined and are familiar with the Company,  its  organization  and
proceedings  related  thereto.  We have also examined  such other  documents and
procedures as we have considered necessary for the purpose of this opinion.

     We have  assumed,  for  purposes of this  opinion,  that the Shares will be
validly  authorized on the respective  dates of issuance of the Shares under the
Plan,  and that,  on the dates of  issuance  of the Shares  under the Plan,  the
obligations of the Company under the Plan will  constitute the legal,  valid and
binding  obligations  of  the  Company,   enforceable  against  the  Company  in
accordance with their respective terms.

     Based upon the foregoing and subject to the qualifications  hereinafter set
forth,  we are of the  opinion  that the Shares are duly  authorized  and,  when
issued and sold in accordance with the  Registration  Statement,  the prospectus
delivered to participants  in the Plan pursuant to the  requirements of the Act,
the pertinent  provisions of any applicable  state securities laws and the Plan,
will be duly and validly issued, fully paid and nonassessable.

     We are members of the Bars of the  Commonwealth  of Kentucky and the States
of  Indiana  and  Tennessee.  The  attorneys  in this  Firm who have had  active
involvement  in  preparing  this opinion are not licensed to practice law in the
State of Illinois,  and our opinions as to the questions of Illinois law in this
opinion are based  solely upon our review of the Illinois  Business  Corporation
Act of 1983, as amended,  contained in a compilation of state  corporation  laws
published by Aspen Law & Business.

     Our opinion is directed  to the Board of  Directors  of the Company and may
not be relied upon by any persons other than said  directors,  recipients of the
prospectus   and   participants   in  the  Plan.   We  expressly   disclaim  any
responsibility   for  advising  you  of  any  change   hereafter   occurring  in
circumstances  touching or concerning  the  transaction  which is the subject of
this opinion,  including any changes in the law or in factual matters  occurring
subsequent to the date of this opinion.

     We hereby consent to the filing of this opinion,  or copies thereof,  as an
Exhibit to the Registration Statement. In giving this consent, we do not thereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Securities and Exchange
Commission thereunder.

                                     Sincerely,

                                     WYATT, TARRANT & COMBS, LLP
                                    /s/       WYATT, TARRANT & COMBS, LLP

                                                                                                                           Exhibit 23.2

                                                                    Exhibit 99.1

       United Trust Group, Inc. Employee and Director Stock Purchase Plan

                                  COMMON STOCK
                                 (no par value)

Background

United Trust Group,  Inc. is an Illinois  corporation  and an insurance  holding
company.

We desire to offer  employees and directors of United Trust Group,  Inc. and its
subsidiaries  the  opportunity  to invest in shares of our  common  stock.  This
document  describes  the plan we have  established  under  which  employees  and
directors may purchase shares of United Trust Group, Inc. common stock.

Investing  in shares  under the plan is not  without  risks.  The price at which
shares  are being  offered  under  this plan is not based on market  price,  and
employees and  directors  investing in shares under the plan will be required to
execute a stock restriction  agreement.  The stock restriction agreement imposes
significant  restrictions on the  transferability of shares, and fixes the price
at which a participant in the plan may be required to sell shares back to United
Trust  Group,  Inc.  based on the  change in the book value of the  shares,  not
market value.

A note about United Trust Group, Inc.

United Trust Group, Inc. is a publicly-held  company that files reports with the
Securities and Exchange  Commission  pursuant to the Securities  Exchange Act of
1934. Until recently,  our common stock was traded on the Nasdaq Small Cap Stock
Market.  Effective  December 31, 2001, we voluntarily  de-listed our shares from
Nasdaq,  and our  shares  are now traded  sporadically  in the  over-the-counter
market.

Jesse  Correll,  and  his  affiliates  and  associates  own a  majority  of  our
outstanding shares of common stock.

How many shares may be issued under the plan

The board of directors has  authorized the issuance of a total of 400,000 shares
of common stock  pursuant to this plan.  The number of shares  authorized  to be
issued under the plan will be subject to adjustment  proportionately if there is
a stock dividend,  stock split or similar  recapitalization event resulting in a
change in shares of United Trust Group, Inc.

How the plan operates

Annual  offering of shares.  Eligible  employees  and  directors of United Trust
Group,  Inc. and its  subsidiaries  may be offered the opportunity to purchase a
limited  amount of shares of United  Trust Group under the plan  annually.  Each
annual offering, if made, will remain open for a period of 30 days, during which
directors and eligible employees selected by our board of directors may elect to
purchase  shares of United  Trust  Group,  Inc.  under the plan.  An election to
purchase  shares  will not be  valid  unless  the  employee/director  meets  the
eligibility requirements to participate in the plan and, prior to the end of the
offering period,

     (1)  the  employee/director  delivers to United Trust Group, Inc. a signed,
          completed subscription  agreement,  in the form attached as Exhibit A,
          together with payment in full of the purchase price of the shares, and

     (2)  the employee/director signs and delivers to United Trust Group, Inc. a
          stock restriction agreement, in the form attached as Exhibit B.

     Limit on  number  of shares  that may be  purchased  annually. The board of
directors of United Trust Group,  Inc.  shall have  discretion  to determine the
number of shares to be offered in any annual offering subject to the limitations
in this plan and to  determine  the number of shares,  if any,  to be offered to
each  director or eligible  employee in an annual  offering  under the plan.  No
fractional shares will be issued,  and any fractions will be rounded down to the
next whole number.

     Closing of annual  offering.  The closing of an annual  offering will occur
within [5] business days  following the end of the annual  offering  period.  At
that time,  certificates  representing  the shares  purchased by a participating
employee in an annual offering will be issued,  in the name of the participating
employee, and, if there has been an oversubscription,  any excess funds received
will be returned, by check, to participating employees (without interest).

     Timing of annual  offerings.  The board of directors of United Trust Group,
Inc. will  determine if and when annual  offerings of shares under the plan will
be made.

     Price of shares in an annual  offering.  The price at which  shares will be
offered in the first  annual  offering  has been  arbitrarily  set at $12.00 per
share.  At each annual  offering  thereafter,  the board of  directors of United
Trust Group,  Inc.  will fix the price at which shares will be offered under the
plan at the time it authorizes  the annual  offering.  In any case, the price at
which  shares  will be offered  under the plan will not be less than 100% of the
fair market value of shares of United Trust Group, Inc. at the time the offering
is authorized by the United Trust Group, Inc. board of directors.

Eligibility requirements for participants

The board of  directors of United Trust Group,  Inc.  shall have  discretion  to
select the directors and eligible employees who will be extended the opportunity
to  purchase  shares in any  annual  offering  under the plan.  Only  individual
employees of United Trust Group,  Inc. or its  subsidiaries who either (1) serve
as directors of United Trust Group,  Inc. or its  subsidiaries  or (2) have been
employed  full-time by United Trust Group, Inc. or its subsidiaries for at least
1 year at the time of an  offering  of  shares  under the plan are  eligible  to
participate  and purchase  shares in that  offering  under the plan.  Any person
serving as a director of United Trust Group,  Inc. or any of its subsidiaries at
the time of an offering of shares under the plan is eligible to participate  and
purchase shares in that offering under the plan.

The board of  directors  of United  Trust  Group,  Inc.  may refuse to issue any
shares  to a  person  if it  determines,  in  good  faith,  that  the  foregoing
eligibility requirement was not met either during the annual offering period and
at the time of the closing of the offering.  Independent  contractors  and other
individuals  who are not employees or directors are not eligible to  participate
in the plan.

The  employment  relationship  will be treated  as  continuing  intact  while an
employee  is on sick leave or other bona fide leave of absence  for a period not
to exceed 90 days.  Where the period of leave  exceeds 90 days,  the  employment
relationship will be deemed terminated on the 91st day of such leave.

The opportunity to participate in the plan is personal to eligible employees and
directors  selected  by  the  board  of  directors.  No  right  with  regard  to
participation  in the plan or right to  purchase  and  receive  shares of United
Trust  Group,  Inc.  under the plan may be  assigned,  transferred,  pledged  or
otherwise  disposed of in any way by a participating  employee or director.  Any
such  attempted  assignment,  transfer,  pledge,  or other  disposition  will be
without effect.  An eligible  employee's or director's  right to purchase shares
under  the plan may be  exercised  only  during  the  employee's  or  director's
lifetime.

A participating employee or director will have no interest in, or rights to, any
shares under the plan until the certificate represented shares purchased by that
participating employee has been issued.

Who administers the plan

The plan is administered  by the board of directors of United Trust Group,  Inc.
The board of directors of United Trust Group,  Inc. has full power and authority
to  construe,  interpret  and  administer  the  plan  and may  adopt  rules  and
regulations  for  carrying  out the  plan.  The  board  of  directors  may  make
arrangements for individuals or organizations to assist in the administration of
the plan.  Decisions made by the board of directors of United Trust Group,  Inc.
in the administration of the plan are final and binding absent manifest error.

Conditions of the plan

It is a condition of any offer of shares under this plan that the offer and sale
of the shares are either exempt from the registration requirements imposed under
the  Securities  Act of 1933 and applicable  state  securities  laws or are duly
registered  in  compliance  with  such  registration  requirements,  and will be
administered  accordingly.  United  Trust Group,  Inc.  will not be obligated to
offer or issue any shares under this plan if it determines,  in good faith, that
the offering or issuance of such sale violates any law.

Until the shareholders of United Trust Group,  Inc. approve the participation of
directors  in the  plan,  directors  of United  Trust  Group,  Inc.  will not be
entitled to participate  in the plan, or in any offering under the plan,  unless
they are otherwise  entitled to participate in the plan as eligible employees of
United Trust Group, Inc. and its subsidiaries.

Transfer restrictions

Shares  issued  under  the  Plan  shall  be  subject  to  the   restrictions  on
transferability  contained in the stock  restriction  agreement  and  applicable
restrictions under federal and state securities laws.

Amendment and termination of the plan

The plan may be amended or  terminated by the board of directors of United Trust
Group, Inc. at any time.

Construction of plan

This plan shall be governed by the laws of Illinois.

No  provision  of this plan shall be construed as giving any person any right he
would not otherwise  have to become or remain an employee of United Trust Group,
Inc. or any of its subsidiaries or any other right not expressly created by such
provision.

No provision of this plan shall be construed as requiring  Jesse  Correll or any
of his  associates  or  affiliates  to acquire or retain  ownership of shares of
United  Trust  Group,  Inc.,  or restrict  in any way the  issuance of shares of
United  Trust  Group,  Inc. or the transfer of ownership or control of shares of
any of United Trust Group, Inc. or any of its subsidiaries.

This plan is not intended to qualify as an "employee  stock purchase plan" under
Section 423 of the Internal Revenue Code.


Date approved by the board of directors of United Trust Group,  Inc.:  March 26,
2002

Date approved by the shareholders of United Trust Group, Inc.: June 11, 2002


                                            UNITED TRUST GROUP, INC.


                                            /s/ Theodore C. Miller
                                            Theodore C. Miller, Secretary





                                  Exhibit A

       United Trust Group, Inc. Employee and Director Stock Purchase Plan

                             Notice of Offering and
                             Subscription Agreement

To:
                                  Name:________________________________________

                     Residence address:________________________________________


     Positions with United Trust Group,
          Inc. and/or its subsidiaries:  director and/or    employee


                   Date offer extended:________________________________________


                    Date offer expires:________________________________________

Note:The date the offer  expires is the  deadline  for  accepting  this offer to
     purchase shares.

     United Trust Group,  Inc.  (the  "Company") is offering  selected  eligible
employees and directors the  opportunity  to purchase  shares of common stock of
the Company pursuant to the United Trust Group, Inc. Employee and Director Stock
Purchase Plan (the "Plan").  You are being extended the  opportunity to purchase
the  number of shares  set out below in the  offering,  subject to the terms and
conditions of the Plan.

              Aggregate number of shares you can
                       purchase in the offering:________________________________

                                Price per share:________________________________

If you desire to accept the offer and purchase  the shares,  you must deliver to
the Company by the close of business on the date the offer expires:


 •    The  following Subscription Agreement, signed and completed by you, and


 •    Payment for the shares you elect to purchase, and


 •    The  Stock Restriction and Buy-Back  Agreement required by the Plan, signed
     by you.

     A copy of the Plan and the Prospectus providing  information about the Plan
and the shares of common stock being offered accompanies this Notice of Offering
and Subscription Agreement.

         The Company reserves the right to terminate this offering at any time.

                            UNITED TRUST GROUP, INC.


                            By _____________________________________________
                                  Member, Board of Directors


                             Subscription Agreement

     This Subscription Agreement is being delivered by the undersigned to United
Trust Group,  Inc.  (the  "Company")  to purchase  shares of Common Stock of the
Company that are being  offered to me pursuant to the United  Trust Group,  Inc.
Employee and Director Stock  Purchase Plan (the "Plan").  I accept the Company's
offer  and  agree to  purchase  shares of  Common  Stock of the  Company  in the
offering pursuant to the Plan as follows:

Number of shares being purchased:  ________________________

Price:  $____________ per share ($__________________ in the aggregate)

Manner of payment:   ___________________________________________________________

Please  register the shares I am acquiring in my name (as printed  below) at the
following address:

_____________________________________________________________________________
 [insert the address that will be used for the Company's shareholders' list]

Accompanying this notice is the Stock Restriction and Buy-Sell Agreement which I
have executed and join in as a Shareholder of the Company.

I agree and confirm that:

•    I have  received  and read the Plan and  agree to be bound by the terms and
     conditions  contained in the Plan and in the Stock Restriction and Buy-Sell
     Agreement.

•    I have  received a copy of the  Prospectus  relating  to the  shares  being
     offered  under the Plan,  and the most  recent  annual  report  and  annual
     meeting proxy materials of the Company.

•    I  understand  that the  transferability  of the shares I am  acquiring  is
     subject to restrictions under the Stock Restriction and Buy-Sell Agreement.

•    I agree  that the  certificates  representing  all  shares of Common  Stock
     acquired  under  the Plan  will bear a legend  providing  notice  that such
     shares are  restricted  and bound by the terms and  conditions of the Stock
     Restriction and Buy-Sell Agreement, as in effect from time to time.

The foregoing  agreements,  commitments and obligations are being made by and on
behalf  of and  shall  be  binding  on me  and  my  heirs,  legatees  and  legal
representatives  and any  transferee  with respect to all shares of Common Stock
acquired  pursuant to the Plan (or any shares of Common Stock issued pursuant to
a stock dividend or stock split thereon or any securities issued in lieu thereof
or in substitution or exchange therefor).

     This Subscription  Agreement is being executed and delivered to the Company
on _____________________ [insert date]


                                      ____________________________________
                                                  [signature]

                                      ____________________________________
                                                 [printed name]


                                    Exhibit B

                            United Trust Group, Inc.
                    Stock Restriction And Buy-Sell Agreement

     This  Stock  Restriction  and  Buy-Sell  Agreement   ("Agreement"),   dated
___________,  2002,  is made and entered  into by and among  United Trust Group,
Inc., an Illinois  corporation  (the  "Holding  Company"),  and the  undersigned
shareholders  of  the  Holding  Company   (individually  a  "Shareholder"   and,
collectively, the "Shareholders").

                                   Background

     The Holding Company has adopted the United Trust Group,  Inc.  Employee and
Director  Stock Purchase Plan (the "Plan")  pursuant to which certain  employees
and directors of the Holding Company and its subsidiaries have been afforded the
opportunity to purchase shares of common stock of the Holding  Company.  Each of
the Shareholders is executing this Agreement  concurrently  with the purchase of
shares  pursuant to the Plan.  As a  condition  to their  participation  in, and
purchase of shares under, the Plan, the Shareholders are obligated to enter into
this Agreement  imposing certain  restrictions and obligations on themselves and
any shares of common  stock of the Holding  Company now or  hereafter  issued to
them pursuant to the Plan (the "Shares").  As used in this  Agreement,  the term
"participant"  refers to an employee  or  director  of the  Holding  Company who
purchases Shares from the Holding Company pursuant to the Plan.

     Now,  therefore,  in consideration of the premises and the mutual covenants
hereinafter set forth and for other good and valuable consideration, the receipt
and  sufficiency of which are hereby  acknowledged,  the Holding Company and the
Shareholders agree as follows:

     1. Restriction on Stock. Except as otherwise provided in this Agreement, no
Shareholder shall sell, transfer or otherwise dispose of (whether voluntarily or
involuntarily or by operation of law) or agree or commit to sell,  transfer,  or
otherwise  dispose  of all or any part of the  Shares  owned by the  Shareholder
without complying with the terms of this Agreement.

     2. Permitted Transfers and Sales of Shares.

          a. Any Shareholder may transfer all or any part of the Shares owned by
     such  Shareholder  by gift to or for the  benefit of the  Shareholder,  the
     Shareholder's spouse, or the Shareholder's  children.  The transferee shall
     receive,  hold,  and/or  own  such  Shares  subject  to the  terms  of this
     Agreement and the obligations hereunder of the transferor Shareholder.

          b. Any  Shareholder  may pledge,  mortgage or  otherwise  encumber the
     Shares owned by such Shareholder;  provided,  however,  that this Agreement
     shall be binding  upon the person in whose favor the  Shareholder  pledges,
     mortgages or otherwise encumbers any or all of such Shares, and the pledgee
     shall  receive,  hold,  and/or own such Shares subject to the terms of this
     Agreement  and  the  obligations  hereunder  of  the  pledgor  Shareholder.
     Notwithstanding  the provisions of this Paragraph 2.b., any Shareholder may
     pledge,  mortgage or  otherwise  encumber any or all of the Shares owned by
     them for the  purpose of  securing a loan or loans on behalf of the Holding
     Company or any  affiliate  of the Holding  Company,  and the pledgee of any
     such Shares shall receive,  hold,  and/or own such Shares free of the terms
     and  restrictions  contained in this Agreement and free of any  obligations
     hereunder  imposed on any Shareholder or any other person.  For purposes of
     this Agreement, an "affiliate" shall mean any entity which is controlled by
     the  Holding   Company  or  by  Jesse  Correll,   either   individually  or
     collectively.

          c. Any  Shareholder  may sell,  at any time,  all or a portion  of the
     Shares owned by such  Shareholder in accordance with the provisions of this
     Paragraph 2.c. or Paragraph 2.d. below.

               i. Such  Shares  must  first be offered  for sale to the  Holding
          Company,  and,  within  ten days of its  receipt  of such  offer,  the
          Holding Company (or its designee)  shall purchase such Shares,  at the
          price and in the manner  provided in Paragraph 4;  provided,  however,
          that the selling  Shareholder  shall sell to the  Holding  Company not
          less than the lesser of:

                    (1) all of the Shares then owned by such Shareholder; or

                    (2) that number of Shares whose fair value as  determined in
               accordance with Paragraph 4 is at least $1,000.

               ii.  If the  Holding  Company  (or its  designee)  is  unable  to
          purchase all of the Shares to be sold, then the remaining Shareholders
          will have a ten day option to purchase  such Shares (or the  remainder
          of such Shares if the Holding  Company  purchases less than all of the
          Shares offered for sale).  All Shareholders who exercise their options
          to purchase such Shares may purchase an amount of such Shares equal to
          the  percentage of Shares they own of the total number of Shares owned
          by all of the Shareholders  exercising their options, at the price and
          in the manner provided in Paragraph 4.

               iii. If all or any part of the Shares of the selling  Shareholder
          are  not   purchased   by  the  Holding   Company  or  the   remaining
          Shareholders,  or both,  in  accordance  with the  provisions  of this
          Paragraph 2.c, then the selling Shareholder shall be free to sell all,
          but not less than all, of the Shares not purchased by Holding  Company
          or the  remaining  Shareholders,  for a  period  of 90 days  from  the
          expiration  of the  option of the  remaining  Shareholders;  provided,
          however,  that at the  end of such  90-day  period,  all  restrictions
          imposed by this Agreement shall again be applicable.

          d. Any  Shareholder  may sell,  donate or otherwise  transfer,  at any
     time,  all or a portion of the Shares  owned by such  Shareholder  with the
     prior  consent  and  approval  of the  board of  directors  of the  Holding
     Company.  In  considering  any  request by a  Shareholder  pursuant to this
     Paragraph  2.d., the board of directors shall not be deemed to be under any
     obligation  to consent to or approve of such request and may  condition its
     consent and approval on such terms and conditions as the board of directors
     of  the  Holding  Company  deems  appropriate,   in  the  exercise  of  its
     discretion.

     3. Mandatory Sale and Purchase.

          a.  Upon  the  death of any  Shareholder,  or the  termination  of any
     Shareholder's  employment  with or  service as a  director  of the  Holding
     Company or any  affiliate  of the  Holding  Company  (whether  by reason of
     retirement,   disability  or  voluntary  or   involuntary   termination  of
     employment,  with or without cause),  the Holding Company (or its designee)
     shall purchase, and the Shareholder, or his or her personal representative,
     spouse and/or children, as the case may be, shall sell, all of such Shares:

               i. then held by such Shareholder; or

               ii.  which were  transferred  by such  Shareholder  to or for the
          benefit  of such  Shareholder  or his or her  spouse  or  children  in
          accordance with the terms of Paragraph 2.a of this Agreement; or

               iii.  which  were  transferred  to such  Shareholder's  spouse in
          accordance with the terms of a decree of divorce.

          b. Upon a non-employee,  non-director  Shareholder's  divorce from the
     participant in the Plan from whom such Shareholder has acquired Shares, the
     Holding Company shall purchase, and the Shareholder shall sell, all of such
     Shares then held by such  Shareholder,  and, at the discretion of the board
     of directors of the Holding  Company,  any Shares which were transferred by
     such  non-employee,  non-director  Shareholder  to his or her  children  in
     accordance with Paragraph 2.a.

          c. Such  purchase by the Holding  Company  under  Paragraph 3.a or 3.b
     above shall be at the price and in the manner  provided  in  Paragraph 4 of
     this  Agreement  and shall take place within 90 days of such  Shareholder's
     death or termination of employment or the entry of a decree of divorce.

     4. Purchase Price and Terms of Purchase.  The purchase price for any Shares
purchased  pursuant to this Agreement  shall be, on a per Share basis,  equal to
the sum of (i) the original  purchase  price(s) paid to acquire such Shares from
the Holding Company at the time they were sold pursuant to the Plan and (ii) the
consolidated  statutory net earnings  (loss) per Share of such Shares during the
period from the end of the month next  preceding  the month in which such Shares
were  acquired  pursuant to the Plan to the end of the month next  preceding the
month in which the closing of such purchase occurs.  The consolidated  statutory
net  earnings  per Share  shall be  computed  as the net  income of the  Holding
Company  and  its  subsidiaries  on a  consolidated  basis  in  accordance  with
statutory accounting principles  applicable to insurance companies,  as computed
by the Holding Company, less any dividends paid to shareholders. The calculation
of net earnings per Share shall be performed on a monthly basis using the number
of  common  shares  of the  Holding  Company  outstanding  as of the  end of the
reporting period. The purchase price for any Shares purchased hereunder shall be
paid in cash within 60 days from the date of purchase  subject to the receipt of
any required regulatory approvals as provided in Paragraph 6 of this Agreement.

     5. Tag-along Rights.  If, during the term of this Agreement,  Jesse Correll
and his affiliates sell, in one or a series of related  transactions,  more than
50% of the then outstanding shares of common stock of the Holding Company to any
third  party  who  is  not  an  affiliate  of  Jesse  Correll,  then  all of the
Shareholders  will be given the  opportunity to sell their Shares either to such
third party or to the Holding  Company on the same terms and conditions as Jesse
Correll and his affiliates.

     6.  Regulatory  Approvals.  Should any regulatory  approvals be required in
connection with the purchase of any Shares  provided for in this Agreement,  the
Shares and the purchase price therefor shall be escrowed pending receipt of such
approvals.  Interest on the purchase  price placed in escrow shall accrue to the
benefit of the selling  Shareholder  regardless  of whether the sale  ultimately
takes place. Notwithstanding the necessity of obtaining any regulatory approval,
the sale of any Shares hereunder must close, if at all, within 150 days from the
date the Shares were first offered for sale or the date of death, termination of
employment or divorce of a selling Shareholder.

     7. Endorsement on Stock Certificates.  All stock certificates  representing
the Shares of the Holding Company shall contain the following legend:

     "The shares  represented by this certificate may not be transferred  except
     in accordance with the terms  contained in a certain Stock  Restriction and
     Buy-Sell Agreement dated as of ______________, 2002. Transfers in violation
     of that  Agreement are void. A copy of that  Agreement may be obtained from
     United Trust Group, Inc."

     8. Notice.  Any notice  required or permitted under this Agreement shall be
in writing,  shall be delivered to the residence or principal  place of business
of the  intended  recipient  as noted on the stock  record  books of the Holding
Company, by either registered mail,  overnight courier service or hand delivery,
and shall be  deemed  received  the third  business  day  after  such  notice is
deposited in the U.S. mail,  postage prepaid the next business day after deposit
with an overnight courier service or the date of hand delivery.

     9. Binding  Effect.  This Agreement shall be binding on the parties hereto,
their successors, assigns, estates and heirs, and on any transferee of Shares of
the Holding  Company.  As a condition of any transfer of Shares,  including  any
transfer on the books of the Holding  Company and the  issuance of  certificates
representing  such Shares,  the transfer  must be made in  accordance  with this
Agreement and the  transferee of such Shares shall execute and become a party to
this  Agreement.  Any  attempt  to  transfer  Shares  or to  assign  rights  and
obligations  under this Agreement,  whether  voluntarily or by operation of law,
shall  be  void  and  shall  not  be  binding  on  the  Holding  Company  or its
Shareholders unless done in accordance with the terms of this Agreement.

     10. Other  Shareholders.  The Holding Company may issue  additional  Shares
pursuant to the Plan for such consideration as may be determined by the Board of
Directors of the Holding Company. The Holding Company agrees that no such Shares
shall be issued  pursuant  to the Plan except upon  agreement  by the  purchaser
thereof to become a party to and be bound by the provisions of this Agreement by
executing this Agreement in the spaces provided  below.  From and after the date
of issuance of such Shares,  the purchaser  thereof shall, for all purposes,  be
deemed to be a Shareholder as that term is used in this Agreement.

     11. Amendments and Waivers.  This Agreement may be amended or modified only
by an instrument in writing  signed by the Holding  Company and the holders of a
majority of the outstanding  Shares that are subject to this Agreement,  and any
provision  of this  Agreement  may be waived by the  board of  directors  of the
Holding  Company;  provided,  however,  that no such amendment,  modification or
waiver shall,  unless by an instrument  signed by the Holding Company and all of
the  Shareholders  [i] differ in effect on any  Shareholder  in a  material  and
adverse manner from the effect of such amendment,  modification or waiver on the
holders of a majority of the Shares, [ii] create any additional obligation for a
Shareholder  without  creating  similar  obligations  on the other  Shareholders
without the prior written consent of the Shareholder so affected, or [iii] alter
the terms of Paragraph 5 of this Agreement.

     12. Termination of Agreement.  This Agreement may be voluntarily terminated
by the affirmative vote of at least two-thirds of the outstanding  Shares.  This
Agreement will automatically  terminate if Jesse Correll and his affiliates sell
substantially all of their shares of common stock of the Holding Company and all
Shareholders  have had the same opportunity to sell their Shares as provided for
in Paragraph 5.

     13.  Counterparts.  This Agreement may be executed in counterparts,  all of
which taken together shall constitute one and the same agreement.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date and year first above written.


                                  UNITED TRUST GROUP, INC.


                                  By___________________________

                                  Title_________________________


                            United Trust Group, Inc.
                    Stock Restriction And Buy-Sell Agreement

The  undersigned  does  hereby  execute  and become a party to the United  Trust
Group, Inc. Stock Restriction and Buy-Sell  Agreement dated as of _____________,
2002.



                                        _______________________________
                                        Shareholder Signature

                                        Printed
                                        Name:  ________________________

                                        Date:  ________________________