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: ________________________