Exhibit 10.4
                                   UTG, Inc.
                              Amended and Restated
                    STOCK RESTRICTION AND BUY-SELL AGREEMENT



     UTG,  Inc.  (the  "Company")  adopted the United  Trust Group,  Inc.  Stock
Restriction  and  Buy-Sell   Agreement  (the  "Initial   Agreement")   effective
__November  1__,  2002.  The parties  hereto now desire to amend and restate the
Initial Agreement in the following manner effective __September 18__, 2003.

     This  Amended  and  Restated  Stock  Restriction  and  Buy-Sell   Agreement
("Agreement"),  dated  ___________,  2005, is made and entered into by and among
UTG, Inc., a Delaware  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. Events Triggering Holding Company's Right to Reacquire Shares.

          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, at its option,  have the right to purchase,  and in the event of the
     exercise  of  such  option,  the  Shareholder,   or  his  or  her  personal
     representative,  spouse  and/or  children,  as the  case  may be,  shall be
     required to sell, all or any part 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, at its option,  have the right to purchase,  and, in
     the event of the exercise of such option, the Shareholder shall be required
     to sell, all or any part 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  upon the  exercise of its
     options to purchase  granted  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.

          d. If all or any part of the Shares of the selling  Shareholder (or his
     or her personal representative, spouse and/or children who are obligated to
     sell such  Shares,  as the case may be) are not  purchased  by the  Holding
     Company in accordance  with the  provisions  of this  Paragraph 3, then the
     selling Shareholder (or his or her personal  representative,  spouse and/or
     children,  as the case may be) shall be free to sell all, but not less than
     all, of the Shares not purchased by Holding Company for a period of 90 days
     from the  expiration  of the  90-day  period  set forth in  Paragraph  3.c;
     provided,  however, that at the end of such 90-day period, all restrictions
     imposed by this Agreement shall again be applicable.

     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  Amended and  Restated  Stock
Restriction and Buy-Sell Agreement dated as of ______________,  20__.  Transfers
in  violation  of that  Agreement  are  void.  A copy of that  Agreement  may be
obtained from UTG, 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.

     14. Retroactive Effect;  Status of Initial Agreement.  This Agreement shall
be binding upon each  Shareholder  who becomes a signatory to this Agreement and
shall supersede the Initial Agreement with respect to all shares of common stock
of the Holding  Company issued to such  Shareholder  under the Plan. The Initial
Agreement  shall remain in full force and effect with respect to any participant
who is a signatory to the Initial  Agreement  who does not become a signatory to
this Agreement. In the event all participants who are signatories to the Initial
Agreement  become  signatories to this  Agreement,  the Initial  Agreement shall
terminate and no longer be of any effect. The failure of any such participant to
become  a  signatory  to  this  Agreement  shall  not  affect  the  validity  or
enforceability of this Agreement against any signatory to this Agreement.

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

                                             UTG, INC.


                                              By_/s/ Theodore C. Miller_________

                                              Title___Senior Vice President_____


                                   UTG, Inc.

                    STOCK RESTRICTION AND BUY-SELL AGREEMENT

The undersigned  does hereby execute and become a party to the UTG, Inc. Amended
and Restated Stock  Restriction  and Buy-Sell  Agreement  dated as of _September
18_, 2003.

                                              _______________________________
                                              Shareholder Signature

                                              Printed
                                              Name:  ________________________

                                              Date:  ________________________