-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VShBSxAvgSFH78ePlb9Klg3G+h3UicDcyt7GPStDWxr9ev2kiRUDs85jTajoGiUf kvG0hp+s3Xa016DmeQo2MQ== 0000940397-01-500014.txt : 20010914 0000940397-01-500014.hdr.sgml : 20010914 ACCESSION NUMBER: 0000940397-01-500014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010913 GROUP MEMBERS: CUMBERLAND LAKE SHELL, INC. GROUP MEMBERS: DYSCIM LLC GROUP MEMBERS: FIRST SOUTHERN BANCORP, INC. GROUP MEMBERS: FIRST SOUTHERN CAPITAL CORP., LLC GROUP MEMBERS: FIRST SOUTHERN FUNDING, LLC GROUP MEMBERS: FIRST SOUTHERN HOLDINGS, LLC GROUP MEMBERS: FIRST SOUTHERN INVESTMENTS, LLC GROUP MEMBERS: JESSE T. CORRELL GROUP MEMBERS: WARD F. CORRELL GROUP MEMBERS: WCORRELL, LIMITED PARTNERSHIP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST SOUTHERN FUNDING INC CENTRAL INDEX KEY: 0001064869 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 99 LANCASTER STREET STREET 2: P O BOX 328 CITY: STANFORD STATE: KY ZIP: 40484 BUSINESS PHONE: 6063653555 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED TRUST GROUP INC CENTRAL INDEX KEY: 0000832480 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 371172848 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40020 FILM NUMBER: 1736487 BUSINESS ADDRESS: STREET 1: P O BOX 5147 STREET 2: 5250 SOUTH SIXTH STREET ROAD CITY: SPRINGFIELD STATE: IL ZIP: 62703 BUSINESS PHONE: 2173236300 MAIL ADDRESS: STREET 1: P O BOX 5147 STREET 2: 5250 SOUTH SIXTH STREET CITY: SPINGFIELD STATE: IL ZIP: 62705 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TRUST INC /IL/ DATE OF NAME CHANGE: 19920703 SC 13D/A 1 utg13a12.txt SCHEDULE 13D/A AMENDMENT 12 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 12) UNITED TRUST GROUP, INC. (FORMERLY, UNITED TRUST, INC.) (Name of Issuer) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 913111209 (CUSIP Number) Jill Martin First Southern Bancorp, Inc. P.O. Box 328, Stanford, KY 40484 (606-365-3555) September 4, 2001 (Date of Event which requires filing of this Statement) If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box [ ] 2 CUSIP No. 913111209 13D Page 2 of 27 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Southern Holdings, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,483,791* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,483,791* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See response to Item 5 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 See response to Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * See response to Item 5 3 CUSIP No. 913111209 13D Page 3 of 27 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Southern Funding, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, BK - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See response to Item 5 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 See response to Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * See response to Item 5 4 CUSIP No. 913111209 13D Page 4 of 27 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Southern Bancorp, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, BK - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY See response to Item 5 EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER See response to Item 5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See response to Item 5 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 See response to Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - -------------------------------------------------------------------------------- * See response to Item 5 5 CUSIP No. 913111209 13D Page 5 of 27 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jesse T. Correll - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 335,999* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY See response to Item 5 EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 335,999* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER See response to Item 5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See response to Item 5 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 See response to Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN * See response to Item 5 6 CUSIP No. 913111209 13D Page 6 of 27 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Southern Capital Corp., LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 183,033* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 183,033* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See response to Item 5 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 See response to Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * See response to Item 5 7 CUSIP No. 913111209 13D Page 7 of 27 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Southern Investments, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 18,575* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 18,575* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See response to Item 5 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 See response to Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * See response to Item 5 8 CUSIP No. 913111209 13D Page 8 of 27 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ward F. Correll - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY See response to Item 5 EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER See response to Item 5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See response to Item 5 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 See response to Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * See response to Item 5 9 CUSIP No. 913111209 13D Page 9 of 27 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WCorrell, Limited Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Georgia - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 72,750* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 72,750* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See response to Item 5 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 See response to Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * See response to Item 5 10 CUSIP No. 913111209 13D Page 10 of 27 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cumberland Lake Shell, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 98,523* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 98,523* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See response to Item 5 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 See response to Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * See response to Item 5 11 CUSIP No. 913111209 13D Page 11 of 27 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dyscim, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 150,545* SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0* EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 150,545* WITH -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See response to Item 5 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 See response to Item 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- * See response to Item 5 12 Explanatory Note With this amendment, the reporting persons are amending the disclosures in the text of Items 2, 3, 4, 5 and 7 and Exhibits B, F and H of this Report to add a new person reporting on this Schedule 13D, First Southern Holdings, LLC, and to reflect changes that have occurred since the filing of Amendment 11. ITEM 1. SECURITY AND ISSUER Not amended. ITEM 2. IDENTITY AND BACKGROUND The persons reporting on this Schedule 13D are Jesse T. Correll, First Southern Bancorp, Inc., First Southern Funding, LLC, First Southern Holdings, LLC, First Southern Capital Corp., LLC, First Southern Investments, LLC, Ward F. Correll, WCorrell, Limited Partnership, Cumberland Lake Shell, Inc. and Dyscim, LLC (individually, each is referred to as a "Reporting Person" and collectively, the "Reporting Persons"). Information with respect to the offices held by any of the Reporting Persons with UTI, First Commonwealth Corporation and the three insurance subsidiaries of UTI are provided in Item 4 of this Report and incorporated herein by reference. The name, citizenship or state of organization, principal employment or business, and the address of the principal office of each Reporting Person, are set forth below: JESSE T. CORRELL (a) The name of this Reporting Person is Jesse T. Correll ("Mr. Correll"). (b) The business address of Mr. Correll is P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484. (c) Mr. Correll's present principal occupations or employment and the name, principal business and address of any corporation or other organization in which such employment is carried on are: President and Director of First Southern Bancorp, Inc. (bank holding company), P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484. Chairman, CEO and Director of UTI (insurance holding company), 5250 South 6th Street, Springfield, Illinois 62703. (d) During the last five years, Mr. Correll has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). 13 (e) During the last five years, Mr. Correll was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Mr. Correll was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Correll is a citizen of the United States. FIRST SOUTHERN BANCORP, INC. (FSBI) (a Kentucky corporation) (a) The name of this Reporting Person is First Southern Bancorp, Inc. (b) The state of organization of FSBI is Kentucky. (c) The principal business of FSBI is a bank holding company. The address of the principal office of FSBI is P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484. (d) During the last five years, FSBI has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, FSBI was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which FSBI was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Information about the directors, executive officers and controlling shareholders of FSBI is filed in Exhibit F and incorporated herein by reference. FIRST SOUTHERN FUNDING, LLC (FSF) (a Kentucky limited liability company) (a) The name of this Reporting Person is First Southern Funding, LLC. First Southern Funding, LLC is the successor by merger to First Southern Funding, Inc. Effective as of December 31, 1998, First Southern Funding, Inc. merged into First Southern Funding, LLC, with First Southern Funding, LLC as the surviving entity in the merger. (b) The state of organization of FSF is Kentucky. (c) The principal business of FSF is investments. The address of the principal office of FSF is P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484. (d) During the last five years, FSF has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). 14 (e) During the last five years, FSF was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which FSF was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Information about the managers, executive officers and controlling persons of FSF is filed in Exhibit F and incorporated herein by reference. FIRST SOUTHERN HOLDINGS, LLC (FSH) (a Kentucky limited liability company) (a) The name of this Reporting Person is First Southern Holdings, LLC. (b) The state of organization of FSH is Kentucky. (c) The principal business of FSH is investments. The address of the principal office of FSH is P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484. (d) During the last five years, FSH has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, FSH was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which FSH was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Information about the executive officers, members and controlling persons of FSH is filed in Exhibit F and incorporated herein by reference. FIRST SOUTHERN CAPITAL CORP., LLC (FSC) (a Kentucky limited liability company) (a) The name of this Reporting Person is First Southern Capital Corp., LLC. (b) The state of organization of FSC is Kentucky. (c) The principal business of FSC is an investment company. The address of the principal office of FSC is P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484. (d) During the last five years, FSC has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, FSC was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which FSC was or 15 is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Information about the managers of FSC is filed in Exhibit F and incorporated herein by reference. FIRST SOUTHERN INVESTMENTS, LLC (FSI) (a Kentucky limited liability company) (a) The name of this Reporting Person is First Southern Investments, LLC. (b) The state of organization of FSI is Kentucky. (c) The principal business of FSI is an investment company. The address of the principal office of FSI is P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484. (d) During the last five years, FSI has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, FSI was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which FSI was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Information about the executive officers and members of FSI is filed in Exhibit F and is incorporated herein by reference. WARD F. CORRELL (a) The name of this Reporting Person is Ward F. Correll. (b) The business address of Ward F. Correll is P.O. Box 430, 150 Railroad Drive, Somerset, KY 42502. (c) Ward F. Correll's present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is carried on are: Controlling shareholder, Cumberland Lake Shell, Inc. (gasoline wholesaler), P.O. Box 430, 150 Railroad Drive, Somerset, KY 42502. 16 (d) During the last five years, Ward F. Correll has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Ward F. Correll was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Ward F. Correll was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Ward F. Correll is a citizen of the United States. WCORRELL, LIMITED PARTNERSHIP (a Georgia limited partnership) (a) The name of this Reporting Person is WCorrell, Limited Partnership. (b) The state of its organization is Georgia. (c) WCorrell, Limited Partnership's principal business is investments, and its principal office address is P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484. (d) During the last five years, WCorrell, Limited Partnership has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, WCorrell, Limited Partnership was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which WCorrell, Limited Partnership was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Information about the general partners of WCorrell, Limited Partnership is filed in Exhibit F and incorporated herein by reference. CUMBERLAND LAKE SHELL, INC. (CLS) (a Kentucky corporation) (a) The name of this Reporting Person is Cumberland Lake Shell, Inc. (b) The state of organization of CLS is Kentucky. (c) The principal business of CLS is a gasoline wholesaler. The address of the principal office of CLS is P.O. Box 430, 150 Railroad Drive, Somerset, KY 42502. (d) During the last five years, CLS has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). 17 (e) During the last five years, CLS was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which CLS was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Information about the directors, executive officers and controlling shareholders of CLS is filed in Exhibit F and incorporated herein by reference. DYSCIM, LLC (a Kentucky limited liability company) (a) The name of this Reporting Person is Dyscim, LLC. Dyscim, LLC is the successor by merger to Dyscim Holding Company, Inc. Effective April 2, 2001, Dyscim Holding Company, Inc. merged into Dyscim, LLC, with Dyscim, LLC as the surviving entity in the merger. (b) The state of organization of Dyscim, LLC is Kentucky. (c) The principal business of Dyscim, LLC is investment activities and the address of its principal office is P. O. Box 328, 99 Lancaster Street, Stanford, KY 40484. (d) During the last five years, Dyscim, LLC has not been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Dyscim, LLC was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Dyscim, LLC was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Information about the managers, members and controlling persons of Dyscim, LLC is filed in Exhibit F and incorporated herein by reference. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The amount of funds used in making prior purchases of the Common Stock by each Reporting Person is as follows: 18 FUNDS USED First Southern Bancorp, Inc. $ 4,215,172(1)(2)(5) First Southern Funding, LLC $ 13,796,672(1)(3)(5) First Southern Capital Corp., LLC $ 2,234,610(1) First Southern Investments, LLC $ 284,143(1) Jesse T. Correll $ 1,239,744(4) Cumberland Lake Shell, Inc. $ 1,083,753(4) Dyscim, LLC $ 1,608,006(4) WCorrell, Limited Partnership $ 800,250(4) Totals* $ 25,262,350 *Excludes acquisition related expenses. (1) Reflects adjustments in the allocation of the purchase price of shares of Common Stock pursuant to that certain Agreement of Assignment among Reporting Persons attached as Exhibit E to this Report and incorporated herein by reference. (2) Includes cost of shares of United Income, Inc. ("UII") which were converted into shares of UTI in the merger of UII into UTI, and cost of Convertible Notes (including $36,050 accrued interest) which have been converted into Common Stock. (3) Includes $2,792,251, representing value of shares of North Plaza of Somerset, Inc. exchanged for shares of Common Stock (based on estimated value of approximately $4,000 per share). (4) Represents value of shares of North Plaza of Somerset, Inc. exchanged for shares of Common Stock (based on estimated value of approximately $4,000 per share), plus, in the case of Dyscim, LLC, $84,008 cash used to purchase shares. (5) Represents funds used by FSBI and FSF to purchase shares of Common Stock which were subsequently contributed to FSH in exchange for membership interests in FSH, as further described in this Item 3 and in Item 5 of this Report and incorporated herein by reference. The Reporting Persons exchanged shares of UII and North Plaza of Somerset, Inc., converted the Convertible Notes, and employed working capital to make purchases of the Common Stock, including funds on hand and amounts drawn under existing lines of credit. The lines of credit initially extended by Star Bank, NA, have been refinanced and are currently with Integra Bank, NA (formerly National City Bank of Evansville). FSF borrowed $8,620,708 and FSBI borrowed $1,901,677 in making the purchases of Common Stock. In addition, Dyscim, LLC's predecessor, Dyscim Holding Company, Inc., borrowed $49,000 from FSF in making purchases. FSH issued membership interests to FSBI and FSF in exchange for their contributions to FSH of shares of Common Stock owned by each, FSBI's contribution of cash, and subject to FSH's assumption of certain indebtedness incurred by FSF, including indebtedness incurred by FSF in purchasing Common Stock, as further described in Item 5 of this Report and incorporated herein by reference. 19 ITEM 4. PURPOSE OF TRANSACTION The purpose of the acquisition of shares of Common Stock is for investment purposes and also for the purpose of acquiring a controlling interest in UTI by Mr. Correll and/or Reporting Persons affiliated with him. The Reporting Persons have acquired securities of UTI in accordance with and subject to the terms and conditions of (a) the Acquisition Agreement, dated April 30, 1998, between FSF and UTI, as amended May 29, 1998 and December 31, 1999, (b) the Stock Purchase Agreement, dated April 30, 1998, between FSF and Larry E. Ryherd, and (c) the Convertible Note Purchase Agreement, dated April 30, 1998, between FSF and James E. Melville, George E. Francis, Brad M. Wilson, Joseph H. Metzger, Theodore C. Miller, Michael K. Borden and Patricia G. Fowler (collectively, these agreements are filed with this Report as Exhibit A and incorporated herein by reference), as well as pursuant to the terms and conditions of the Stock Acquisition Agreement dated December 30, 1999, between UTI and the shareholders of North Plaza of Somerset, Inc. (a copy of which is filed with this Report as Exhibit I and incorporated herein by reference). The Acquisition Agreement between UTI and FSF contained post-closing covenants by UTI and FSF, including the following: (i) UTI's agreement not to issue or permit any affiliate to issue any stock or other security convertible into or exercisable for stock for a period of three years following the closing of the Acquisition Agreement (November 20, 1998), and (ii) FSF's right to receive additional shares of Common Stock (up to a total of 500,000 shares) [a] if the total earnings of UTI and its affiliates do not reach a specified level for the five-year period beginning January 1, 1998, the exact number of shares if any to be received by FSF to be calculated in accordance with the terms of the Acquisition Agreement, and [b] as payment of indemnification claims under the Acquisition Agreement, subject to certain limitations as described therein. FSBI also entered into certain agreements with James Melville and Larry Ryherd (former officers and directors of UTI) and certain of their relatives pursuant to which FSBI was to have acquired additional Common Stock (copies of those agreements are filed with this Report as Exhibits K and L and are incorporated herein by reference). FSBI ultimately assigned its rights and obligations under those agreements to UTI, and UTI assumed such rights and obligations and purchased the Common Stock to have been acquired by FSBI pursuant thereto (copies of the agreements by which such rights and obligations were assigned and assumed are filed with this Report as Exhibits M, N, O and P and are incorporated herein by reference). In addition, one or more of the Reporting Persons have purchased and may from time to time purchase shares of Common Stock in the open market or in privately negotiated transactions depending upon, among other things, market conditions, the market value of the Common Stock and the availability of shares for sale, the Reporting Person's liquidity and availability of funds or other similar factors. The Reporting Persons also, from time to time, will evaluate the structure of their relationship with UTI, the structure of the relationship of UTI and its subsidiaries and the merits of additional investments in UTI or restructurings of the UTI holding company organization, which could include acquisitions of additional securities of UTI or a business combination involving UTI and one or more of the Reporting Persons or their affiliates or subsidiaries of UTI. On June 5, 20 2001, UTI, First Commonwealth Corporation ("FCC") and one of their life insurance subsidiaries, Appalachian Life Insurance Company ("APPL"), issued a joint press release announcing a proposed merger of FCC with and into UTI, a proposed reverse stock split at APPL that would make APPL a wholly-owned subsidiary of another life insurance subsidiary of UTI, Universal Guaranty Life Insurance Company, and a share repurchase program by UTI, each of which the Reporting Persons support. One or more of the Reporting Persons, directly or through representatives, have a role in the management of UTI through board representation and otherwise. Mr. Correll serves as chief investment officer for the life insurance subsidiaries of UTI and as Chairman and Chief Executive Officer of UTI, FCC and the three life insurance subsidiaries of UTI. Ward F. Correll is a director of UTI, FCC and one of the three life insurance subsidiaries of UTI. Randall L. Attkisson, who is associated and/or affiliated with the Reporting Persons (as further described in Item 2 and Exhibit F of this Report and incorporated herein by reference) is a director as well as President and Chief Operating Officer of UTI, FCC and the three life insurance subsidiaries of UTI. The Reporting Persons as a result of the foregoing have the ability to influence UTI and its strategic plans, and may recommend and implement changes in the management and/or the board of directors of UTI and its subsidiaries as they consider appropriate. Except as described above, the Reporting Persons do not presently have any plans or proposals which relate to or would result in (i) the acquisition by any person of additional securities of UTI, or the disposition of securities of UTI, (ii) an extraordinary corporate transaction involving UTI or its subsidiaries, (iii) the sale or transfer of a material amount of assets of UTI or its subsidiaries, (iv) a change in the present board of directors or management of UTI, (v) a material change in the present capitalization or dividend policy of UTI, (vi) any other material change in UTI's business or corporate structure, (vii) a change in UTI's charter or bylaws or other actions which may impede the acquisition of control of UTI by any person, (viii) a class of securities of UTI being delisted from a national securities exchange or cease being authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (ix) a class of equity securities of UTI becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (x) any action similar to those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a-b) The beneficial ownership of the Common Stock by each Reporting Person is as follows. Each Reporting Person has sole voting and dispositive power over the shares listed opposite the Reporting Person's name, except as noted: 21 Number of Reporting Person Shares Owned(%)(1) - ---------------- ------------------ Jesse T. Correll (2) 335,999 (9.4%) First Southern Bancorp, Inc.(2)(3) 1,483,791 (41.6%) First Southern Funding, LLC(2)(3) 0 (0.0%) First Southern Holdings, Inc.(2)(3) 1,483,791 (41.6%) First Southern Capital Corp., LLC(2) 183,033 (5.1%) First Southern Investments, LLC 18,575 (0.5%) Ward F. Correll(4) 98,523 (2.8%) WCorrell, Limited Partnership(2) 72,750 (2.0%) Cumberland Lake Shell, Inc.(4) 98,523 (2.8%) Dyscim, LLC(2) 150,545 (4.2%) Total(5) 2,119,921 (59.5%) (1) The percentage of outstanding shares is based on 3,564,950 shares of Common Stock outstanding as of September 5, 2001. (2) The share ownership of Mr. Correll includes 112,704 shares of Common Stock owned by him individually and 150,545 shares of Common Stock held by Dyscim, LLC. Mr. Correll owns all of the outstanding membership interests of Dyscim, LLC, and therefor has sole voting and dispositive power over the shares held by it. The share ownership of Mr. Correll also includes 72,750 shares of Common Stock held by WCorrell, Limited Partnership, a limited partnership in which Mr. Correll serves as managing general partner and, as such, has sole voting and dispositive power over the shares held by it. In addition, by virtue of his ownership of voting securities of FSF and FSBI, and in turn, their ownership of 100% of the outstanding membership interests of FSH, Mr. Correll may be deemed to beneficially own the total number of shares of Common Stock owned by FSH, and may be deemed to share with FSH the right to vote and to dispose of such shares. Mr. Correll owns approximately 82% of the outstanding membership interests of FSF; he owns directly approximately 39%, companies he controls own approximately 23%, and he has the power to vote but does not own an additional 3% of the outstanding voting stock of FSBI. FSBI and FSF in turn own 99% and 1%, respectively, of the outstanding membership interests of FSH. Mr. Correll is also a manager of FSC and thereby may also be deemed to beneficially own the total number of shares of Common Stock owned by FSC, and may be deemed to share with it the right to vote and to dispose of such shares. The aggregate number of shares of Common Stock held by these other Reporting Persons, as shown in the above table, is 1,666,824 shares. (3) The share ownership of FSBI consists of 1,483,791 shares of Common Stock held by FSH of which FSBI is a 99% member and FSF is a 1% member, as further described in this Item 5. As a result, FSBI may be deemed to share the voting and dispositive power over the shares held by FSH. (4) Represents the shares of Common Stock held by CLS, all of the outstanding voting shares of which are owned by Ward F. Correll and his wife. As a result, Ward F. Correll may be deemed to share the voting and dispositive power over these shares. 22 (5) Mr. Correll, FSBI, FSF, FSH, FSI and FSC have agreed in principle to act together for the purpose of acquiring or holding equity securities of UTI. In addition, because of their relationships with these Reporting Persons, Ward F. Correll, CLS, Dyscim, LLC and WCorrell, Limited Partnership may also be deemed to be members of this group. Therefore, for purposes of this Schedule 13D, each may be deemed to have acquired beneficial ownership of the equity securities of UTI beneficially owned by each of the other Reporting Persons. (c) Except as described below, there have been no transactions in the Common Stock of the Issuer effected within the past 60 days of the date of the filing of this amendment to this Schedule 13D by the Reporting Persons. On September 4, 2001, FSBI contributed to FSH 353,044 shares of Common Stock held by it and $13,292,952.26 in cash in exchange for a 99% membership interest in FSH. The $13,292,952.26 of cash contributed by FSBI to FSH came from FSBI's working capital, including $10,800,000 was borrowed pursuant to an existing line of credit with Integra Bank NA (this line of credit is mentioned in Item 3 of this Report and incorporated herein by reference) and $500,000 borrowed pursuant to another existing line of credit. On the same day, FSF contributed to FSH 1,130,747 shares of Common Stock held by it, subject to $13,290,452.26 in notes payable which were assumed by FSH, in exchange for a 1% membership interest in FSH. FSH used the cash contribution from FSBI to pay off the notes it assumed from FSF. ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not amended. ITEM 7: MATERIAL TO BE FILED AS EXHIBITS The following exhibits are filed with this Schedule 13D: Exhibit A Acquisition Agreement between FSF and UTI dated April 30, 1998, as amended May 29, 1998, including the following exhibits thereto: Stock Purchase Agreement between FSF and Larry E. Ryherd dated April 30, 1998; Convertible Note Purchase Agreement between FSF and James E. Melville, George E. Francis, Brad M. Wilson, Joseph H. Metzger, Theodore C. Miller, Michael K. Borden and Patricia G. Fowler dated April 30, 1998; and Option Agreement between FSF and UTI dated April 30, 1998. Exhibit B Agreement among Reporting Persons for the filing of a single Schedule 13D pursuant to Rule 13d-l(f)(l). Exhibit C Business Loan Agreement relating to the borrowing of funds by FSF. Exhibit D Business Loan Agreement relating to the borrowing of funds by FSBI. 23 Exhibit E Agreement of Assignment among the Reporting Persons dated November 20, 1998. Exhibit F Directors, officers, members, general partners and controlling persons of Reporting Persons. Exhibit G Letter of intent between UTI and Mr. Correll, on behalf of the shareholders of North Plaza of Somerset, Inc. Exhibit H Promissory note relating to the borrowing of funds by FSF and FSBI. Exhibit I Stock Acquisition Agreement dated December 30, 1999, between UTI and Shareholders of North Plaza of Somerset, Inc. Exhibit J Amendment, dated December 31, 1999, between FSF and UTI to the Acquisition Agreement filed as Exhibit A to this Report. Exhibit K Common Stock Purchase Agreement, dated February 13, 2001, among FSBI and James E. Melville, Barbara Hartman, BJM Trust - James E. Melville, Trustee, Matthew C. Hartman Trust - James E. Melville, Trustee, Zachary T. Hartman Trust - James E. Melville, Trustee, Elizabeth A. Hartman Trust - James E. Melville, Trustee, and Margaret M. Hartman Trust - James E. Melville, Trustee. Exhibit L Common Stock Purchase Agreement, dated February 13, 2001, among FSBI and Larry E. Ryherd, Dorothy L. Ryherd, Shari Lynnette Serr, Jarad John Ryherd, Derek Scott Ryherd, Dorothy L. Ryherd, Custodian for Casey Jaye Serr UGMA IL, Larry E. Ryherd, Custodian for Casey Jaye Serr UGMA IL, Steven W. Serr, Halcie B. Brown, Douglas W. Ryherd, Susan J. Ryherd, Douglas W. Ryherd, Custodian for Bryan D. Ryherd UGMA IL, Douglas W. Ryherd, Custodian for Evan Ryherd UGMA IL, Ella E. Campbell, Douglas W. Ryherd, Custodian for Jordan Ray Ryherd UGMA, IL, Illinois National Bank, Successor Trustee of the Shari Lynette Serr Irrevocable Trust under Agreement dated December 30, 1987, Illinois National Bank, Successor Trustee of the Jarad John Ryherd Irrevocable Trust under Agreement dated December 30, 1987, Illinois National Bank, Successor Trustee of the Derek Scott Ryherd Irrevocable Trust under Agreement dated December 30, 1987, Douglas W. Ryherd - IRA, Larry Ryherd as the Sellers' Agent, Casey Jaye Serr, Bryan D. Ryherd, Evan Ryherd, and Jordan Ray Ryherd. Exhibit M Assignment and Assumption Agreement, dated April 11, 2001, between FSBI and UTI. Exhibit N Consent to Assignment and Novation, dated April 5, 2001, among James E. Melville, Barbara Hartman, BJM Trust - James E. Melville, Trustee, Matthew C. Hartman Trust - James E. Melville, Trustee, Zachary T. Hartman Trust - James E. Melville, Trustee, Elizabeth A. Hartman Trust - James E. Melville, Trustee, and Margaret M. Hartman Trust - James E. Melville, Trustee. 24 Exhibit O Assignment and Assumption Agreement, dated April 11, 2001, between FSBI and UTI. Exhibit P Consent to Assignment and Novation, dated April 6, 2001, among Larry E. Ryherd, Dorothy L. Ryherd, Shari Lynnette Serr, Jarad John Ryherd, Derek Scott Ryherd, Dorothy L. Ryherd, Custodian for Casey Jaye Serr UGMA IL, Larry E. Ryherd, Custodian for Casey Jaye Serr UGMA IL, Steven W. Serr, Halcie B. Brown, Douglas W. Ryherd, Susan J. Ryherd, Douglas W. Ryherd, Custodian for Bryan D. Ryherd UGMA IL, Douglas W. Ryherd, Custodian for Evan Ryherd UGMA IL, Ella E. Campbell, Douglas W. Ryherd, Custodian for Jordan Ray Ryherd UGMA, IL, Illinois National Bank, Successor Trustee of the Shari Lynette Serr Irrevocable Trust under Agreement dated December 30, 1987, Illinois National Bank, Successor Trustee of the Jarad John Ryherd Irrevocable Trust under Agreement dated December 30, 1987, Illinois National Bank, Successor Trustee of the Derek Scott Ryherd Irrevocable Trust under Agreement dated December 30, 1987, Douglas W. Ryherd - IRA, Larry Ryherd as the Sellers' Agent, Casey Jaye Serr, Bryan D. Ryherd, Evan Ryherd, and Jordan Ray Ryherd. 25 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: September 11, 2001 By: /s/ JESSE T. CORRELL Jesse T. Correll Attorney-in-Fact on behalf of each of the Reporting Persons* * Pursuant to the Agreement among Reporting Persons dated September 4, 2001, for the filing of a single Schedule 13D pursuant to Rule 13d-1-(f)(1), each Reporting Person has authorized Jesse T. Correll to sign on behalf of such Reporting Person any Schedule 13D or amendments thereto that are required to be filed on behalf of the Reporting Persons to this Schedule 13D. 26 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION A* Acquisition Agreement between FSF and UTI dated April 30, 1998, as amended May 29, 1998, including the following exhibits thereto: Stock Purchase Agreement between FSF and Larry E. Ryherd dated April 30, 1998; Convertible Note Purchase Agreement between FSF and James E. Melville, George E. Francis, Brad M. Wilson, Joseph H. Metzger, Theodore C. Miller, Michael K. Borden and Patricia G. Fowler dated April 30, 1998; and Option Agreement between FSF and UTI dated April 30, 1998. B Agreement among Reporting Persons dated September 4, 2001 for the filing of a single Schedule 13D pursuant to Rule 13d-l(f)(l). C* Business Loan Agreement relating to the borrowing of funds by FSF. D* Business Loan Agreement relating to the borrowing of funds by FSBI. E* Agreement of Assignment among the Reporting Persons dated November 20, 1998. F Directors, officers, members, general partners and controlling persons of Reporting Persons. G* Letter of intent between UTI and Mr. Correll, on behalf of the shareholders of North Plaza of Somerset, Inc. H Promissory note relating to the borrowing of funds by FSF and FSBI. I* Stock Acquisition Agreement dated December 30, 1999, between UTG and Shareholders. J* Amendment, dated December 31, 1999, between FSF and UTI to the Acquisition Agreement filed as Exhibit A to this Report. K* Common Stock Purchase Agreement, dated February 13, 2001, among FSBI and James E. Melville, Barbara Hartman, BJM Trust - James E. Melville, Trustee, Matthew C. Hartman Trust - James E. Melville, Trustee, Zachary T. Hartman Trust - James E. Melville, Trustee, Elizabeth A. Hartman Trust - James E. Melville, Trustee, and Margaret M. Hartman Trust - James E. Melville, Trustee. L* Common Stock Purchase Agreement, dated February 13, 2001, among FSBI and Larry E. Ryherd, Dorothy L. Ryherd, Shari Lynnette Serr, Jarad John Ryherd, Derek 27 Scott Ryherd, Dorothy L. Ryherd, Custodian for Casey Jaye Serr UGMA IL, Larry E. Ryherd, Custodian for Casey Jaye Serr UGMA IL, Steven W. Serr, Halcie B. Brown, Douglas W. Ryherd, Susan J. Ryherd, Douglas W. Ryherd, Custodian for Bryan D. Ryherd UGMA IL, Douglas W. Ryherd, Custodian for Evan Ryherd UGMA IL, Ella E. Campbell, Douglas W. Ryherd, Custodian for Jordan Ray Ryherd UGMA, IL, Illinois National Bank, Successor Trustee of the Shari Lynette Serr Irrevocable Trust under Agreement dated December 30, 1987, Illinois National Bank, Successor Trustee of the Jarad John Ryherd Irrevocable Trust under Agreement dated December 30, 1987, Illinois National Bank, Successor Trustee of the Derek Scott Ryherd Irrevocable Trust under Agreement dated December 30, 1987, Douglas W. Ryherd - IRA, Larry Ryherd as the Sellers' Agent, Casey Jaye Serr, Bryan D. Ryherd, Evan Ryherd, and Jordan Ray Ryherd. M* Assignment and Assumption Agreement, dated April 11, 2001, between FSBI and UTI. N* Consent to Assignment and Novation, dated April 5, 2001, among James E. Melville, Barbara Hartman, BJM Trust - James E. Melville, Trustee, Matthew C. Hartman Trust - James E. Melville, Trustee, Zachary T. Hartman Trust - James E. Melville, Trustee, Elizabeth A. Hartman Trust - James E. Melville, Trustee, and Margaret M. Hartman Trust - James E. Melville, Trustee. O* Assignment and Assumption Agreement, dated April 11, 2001, between FSBI and UTI. P* Consent to Assignment and Novation, dated April 6, 2001, among Larry E. Ryherd, Dorothy L. Ryherd, Shari Lynnette Serr, Jarad John Ryherd, Derek Scott Ryherd, Dorothy L. Ryherd, Custodian for Casey Jaye Serr UGMA IL, Larry E. Ryherd, Custodian for Casey Jaye Serr UGMA IL, Steven W. Serr, Halcie B. Brown, Douglas W. Ryherd, Susan J. Ryherd, Douglas W. Ryherd, Custodian for Bryan D. Ryherd UGMA IL, Douglas W. Ryherd, Custodian for Evan Ryherd UGMA IL, Ella E. Campbell, Douglas W. Ryherd, Custodian for Jordan Ray Ryherd UGMA, IL, Illinois National Bank, Successor Trustee of the Shari Lynette Serr Irrevocable Trust under Agreement dated December 30, 1987, Illinois National Bank, Successor Trustee of the Jarad John Ryherd Irrevocable Trust under Agreement dated December 30, 1987, Illinois National Bank, Successor Trustee of the Derek Scott Ryherd Irrevocable Trust under Agreement dated December 30, 1987, Douglas W. Ryherd - IRA, Larry Ryherd as the Sellers' Agent, Casey Jaye Serr, Bryan D. Ryherd, Evan Ryherd, and Jordan Ray Ryherd. * Previously filed EX-99 3 utgexb12.txt AGREEMENT AMONG REPORTING PERSONS 1 Exhibit B AGREEMENT THIS AGREEMENT is made and entered into by and among Jesse T. Correll, an individual, First Southern Holdings, LLC, a Kentucky limited liability company, First Southern Bancorp, Inc., a Kentucky corporation, First Southern Funding, LLC, a Kentucky limited liability company, First Southern Capital Corp., LLC, a Kentucky limited liability company, First Southern Investments, LLC, a Kentucky limited liability company, Ward F. Correll, an individual, WCorrell, Limited Partnership, a Georgia limited partnership, Cumberland Lake Shell, Inc., a Kentucky corporation, and Dyscim LLC, a Kentucky limited liability company (collectively, the "Group"). W I T N E S S E T H : WHEREAS, each member of the Group may be deemed to beneficially own shares of the Common Stock of United Trust Group, Inc., an Illinois corporation ("UTG"); WHEREAS, each member of the Group desires to file a single Schedule 13D under the Securities and Exchange Act of 1934, as amended (the "Act"), indicating the beneficial ownership of each member of the Group with respect to the Common Stock of UTG; and WHEREAS, the rules of Securities and Exchange Commission require that, when a Schedule 13D is filed on behalf of more than one person, the Schedule 13D shall include as an exhibit to the Schedule 13D an agreement in writing of such persons that the Schedule 13D is filed on behalf of each of them. NOW, THEREFORE, in consideration of the premises and the mutual promises of the parties thereto, the parties hereto covenant and agree as follows: 1. Jesse T. Correll, First Southern Holdings, LLC, First Southern Bancorp, Inc., First Southern Funding, LLC, First Southern Capital Corp., LLC, First Southern Investments, LLC, Ward F. Correll, WCorrell, Limited Partnership, Cumberland Lake Shell, Inc. and Dyscim, LLC agree that a single Schedule 13D and any amendments thereto relating to the shares of Common Stock of UTG shall be filed on behalf of each of them. 2. Jesse T. Correll, First Southern Holdings, LLC, First Southern Bancorp, Inc., First Southern Funding, LLC, First Southern Capital Corp., LLC, First Southern Investments, LLC, Ward F. Correll, WCorrell, Limited Partnership, Cumberland Lake Shell, Inc. and Dyscim, LLC each acknowledge and agree that pursuant to Rule 13d-1 (f)(1) under the Act each of them is individually responsible for the timely filing of such Schedule 13D and any amendments thereto and for the completeness and accuracy of the information contained therein. 3. This Agreement shall not be assignable by any party hereto. 4. This Agreement shall be terminated only upon the first to occur of the following: (a) the death of any of the individual parties hereto, (b) the dissolution, termination or settlement of First 2 Southern Holdings, LLC, First Southern Bancorp, Inc., First Southern Funding, LLC, First Southern Capital Corp., LLC, First Southern Investments, LLC, WCorrell, Limited Partnership, Cumberland Lake Shell, Inc. and Dyscim, LLC or (c) a written notice of termination given by any party hereto to all of the other parties hereto. 5. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy hereof, but all of which together shall constitute a single instrument. 6. Jesse T. Correll, First Southern Holdings, LLC, First Southern Bancorp, Inc., First Southern Funding, LLC, First Southern Capital Corp., LLC, First Southern Investments, LLC, Ward F. Correll, WCorrell, Limited Partnership, Cumberland Lake Shell, Inc. and Dyscim, LLC each acknowledge and agree that Jesse T. Correll shall be authorized as attorney-in-fact to sign, on behalf of each party to this Agreement, any Schedule 13D or amendments thereto that are required to be filed on behalf of the parties thereto. 7. This Agreement supercedes the Agreement, dated January 7, 2000, among certain of the parties hereto, relating to the subject matter hereof. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 2 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 4th day of September, 2001. FIRST SOUTHERN HOLDINGS, LLC By /s/ RANDALL L. ATTKISSON Title PRESIDENT, SECRETARY/TREASURER FIRST SOUTHERN BANCORP, INC. By /s/ JESSE T. CORRELL Title PRESIDENT FIRST SOUTHERN FUNDING, LLC By /s/ JESSE T. CORRELL Title PRESIDENT FIRST SOUTHERN CAPITAL CORP., LLC By /s/ JESSE T. CORRELL Title MANAGER 3 4 FIRST SOUTHERN INVESTMENTS, LLC By /s/ RANDALL L. ATTKISSON Title PRESIDENT /s/ JESSE T. CORRELL Jesse T. Correll, individually /s/ WARD F. CORRELL Ward F. Correll, individually WCORRELL, LIMITED PARTNERSHIP By /s/ JESSE T. CORRELL Title MANAGING GENERAL PARTNER CUMBERLAND LAKE SHELL, INC. By /s/ LEAH D. TAYLOR Title PRESIDENT DYSCIM, LLC By /s/ JESSE T. CORRELL Title MANAGER 4 EX-99 4 utg12exf.txt DIRECTORS, OFFICERS ETAL 1 Exhibit F Directors, Executive Officers and Controlling Shareholders of FSBI: Jesse T. Correll, Director, Executive Officer and Controlling Shareholder Randall L. Attkisson, Director and Executive Officer Jill M. Martin, Executive Officer Ward F. Correll, Director David S. Downey, Director Douglas P. Ditto, Director and Executive Officer John R. Ball, Director Managers, Executive Officers and Controlling Persons of FSF: Jesse T. Correll, Manager, Executive Officer and Controlling Person Randall L. Attkisson, Manager and Executive Officer Jill M. Martin, Manager and Executive Officer Christopher Coldiron, Executive Officer Ward F. Correll, Manager David S. Downey, Manager Douglas P. Ditto, Manager and Executive Officer John R. Ball, Manager Executive Officers, Members and Controlling Persons of FSH: Randall L. Attkisson, Executive Officer First Southern Funding, LLC, Member First Southern Bancorp, Inc., Member and Controlling Person Managers of FSC: Jesse T. Correll, Manager Randall L. Attkisson, Manager Executive Officers and Members of FSI: Randall L. Attkisson, Executive Officer John Ball, Member Kathy Ball, Member William R. Clark, Member Tommy J. Davis, Member Dyscim, LLC, Member Joseph E. Hafley, Member Becky Taylor, Member Everett H. Taylor, Member 2 Becky Taylor Custodian for Matt Taylor, Member Michael Taylor, Member Margaret Taylor, Member Dennis Vaught, Member General Partners of WCorrell, Limited Partnership: Jesse T. Correll, managing general partner Ward F. Correll, general partner Directors, Executive Officers and Controlling Shareholders of CLS: Ward F. Correll, Director and controlling shareholder Leah D. Taylor, Executive Officer and Director Melinda Stogsdill, Executive Officer and Director Managers, Members and Controlling Persons of Dyscim, LLC: Jesse T. Correll, sole manager, member and controlling person All of the individuals identified above in this Exhibit are citizens of the United States and during the last five years, none of them (i) has been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The following table shows the business address and principal occupation(s) of the individuals identified above in this Exhibit: Randall L. Attkisson P. O. Box 328 Vice President, Treasurer 99 Lancaster Road and Director of First Stanford, KY 40484 Southern Bancorp, Inc. (Bank holding company) 5250 South Sixth St. President, Chief Operating Springfield, Illinois Officer and Director of United 62730 Trust Group, Inc. (Insurance holding company) John Ball P.O. Box 628 Regional CEO & Director, 27 Public Square First Southern National Bank Lancaster, KY 40444 (Bank) 3 Kathy Ball 5006 Lexington Road Registered Nurse, Bryantsville Lancaster, KY 40444 Clinic (Health Care Facility) William R. Clark P.O. Box 628 City CEO, First Southern 27 Public Square National Bank Lancaster KY 40444 (Bank) Christopher Coldiron P.O. Box 328 Vice President of First 99 Lancaster Street Southern National Bank Stanford, KY 40484 (Bank) Jesse T. Correll P.O. Box 328 President and Director of 99 Lancaster Street First Southern Bancorp, Inc. Stanford, KY 40484 (Bank holding company) 5250 South Sixth St. Chairman, CEO and Director Springfield, Illinois of United Trust Group, Inc. 62703 (Insurance holding company) Ward F. Correll P.O. Box 430 Controlling Shareholder, 150 Railroad Drive Cumberland Lake Shell, Inc. Somerset, KY 42502 (Gasoline wholesaler) Tommy J. Davis P.O. Box 295 Community CEO, First 102 West Main Street Southern National Bank Stanford, KY 40484 (Bank) Douglas P. Ditto P.O. Box 328 Senior Vice President of First 99 Lancaster Street Southern Bancorp, Inc. Stanford, KY 40484 (Bank holding company) David S. Downey P.O. Box 295 Regional CEO and Director, 102 W. Main Street First Southern National Bank Stanford, KY 40484 (Bank) Joseph E. Hafley P.O. Box 328 Loan Review Officer, First 99 Lancaster Street Southern Bancorp, Inc. Stanford, KY 40484 (Bank holding company) Jill Martin P.O. Box 328 Secretary, First Southern 99 Lancaster Street Bancorp, Inc. Stanford, KY 40484 (Bank Holding Company) 4 Melinda Stogsdill P.O. Box 420 Secretary, Director, 150 Railroad Drive Cumberland Lake Shell, Inc. Somerset, KY 42502 (Gasoline wholesaler) Becky Taylor 3060 Harrodsburg Road Vice President, First Southern Lexington, KY 40503 National Bank (Bank) Becky Taylor 3060 Harrodsburg Road Vice President, First Southern Custodian for Matt Lexington, KY 40503 National Bank (Bank) Taylor Everett H. Taylor 1490 New Circle Road, NE Volvo Service Manager, Lexington, KY 40509 Quantrell Cadillac (Car Dealership) Leah D. Taylor P.O. Box 430 President, Director, 150 Railroad Drive Cumberland Lake Shell, Inc. Somerset, KY 42502 (Gasoline wholesaler) Michael Taylor P.O. Box 328 Loan Officer, First Southern 99 Lancaster Street National Bank (Bank) Stanford, KY 40484 Margaret Taylor 80 Lakeview Road Homemaker Stanford, KY 40484 Dennis Vaught P.O. Box 725 Senior Vice President, 894 Richmond Plaza First Southern National Bank Richmond, KY 40475 (Bank) EX-99 5 utga12exh.txt MASTER PROMISSORY NOTE 1 Exhibit H MASTER PROMISSORY NOTE $24,000,000.00 Evansville, Indiana April 21, 2001 ON OR BEFORE APRIL 30, 2002, FOR VALUE RECEIVED, the undersigned, FIRST SOUTHERN BANCORP, INC., a Kentucky corporation (the "Corporation"), and FIRST SOUTHERN FUNDING, LLC, a Kentucky limited liability company (the "LLC"), (the "MAKER" or "MAKERS", as the case may require) promise to pay to the order of INTEGRA BANK N.A. (formerly The National City Bank of Evansville), a national banking association ("BANK"), at its main banking office in Evansville, Indiana, or at such other place as may be designated in writing, from time to time, by the holder ("Holder") of this Promissory Note ("Note"), the principal sum of Twenty-four Million Dollars ($24,000,000.00), or so much thereof as may be advanced to or for the benefit of MAKERS, together with interest on the unpaid principal balance thereof from time to time outstanding, computed on the basis of a 360-day year and paid for actual days elapsed at a per annum rate equal to one percent (1.0%) below the Prime Rate most recently published in the "Money Rates" section of the WALL STREET JOURNAL, to be adjusted from time to time as the date of each published change in the Prime Rate; ("Note Interest Rate") from the date hereof until the said principal sum shall be fully repaid. TERMS, PROVISIONS AND CONDITIONS 1. Each MAKER shall be liable hereunder for amounts actually advanced to or for the benefit of such MAKER plus interest, costs and attorneys fees, but not for amounts advanced to or for the benefit of the other MAKER. Each MAKER shall pay regular and successive monthly installments of interest ONLY on the amounts actually advanced to or for the benefit of that MAKER commencing on May 20, 2001, and continuing thereafter on the same day of each successive calendar month thereafter until April 30, 2002, at which time the entire unpaid balance of principal and interest owing hereunder shall become due and payable. All sums due and payable hereunder shall be paid with attorney's fees and all other costs of collection and litigation, and without relief from valuation and appraisement laws. Any installment payment not made within ten (10) days of the date when due shall be subject to a late charge of five percent (5%) of the amount of the installment. 2. This Note is a master note made, executed and delivered by the MAKERS to the BANK to evidence a revolving line of credit to them respectively, as it may exist from time to time, arising from periodic loan advances made by the BANK to or for their respective benefit. Repayments of principal from time to time shall be credited against the indebtedness evidenced by this Note, but shall not extinguish this Note in whole or in part. The unpaid principal balance may increase and decrease as loan advancements and repayments are made hereunder, and this Note shall evidence all of the indebtedness of MAKERS from time to time existing even though the aggregate principal accumulative loan 2 advances hereunder may exceed the BANK's maximum commitment as stated herein. Advances by the BANK hereunder may be made at either the oral or written request of Jess Correll, Randall Attkisson, Jill Martin or Vicki Singleton ("Authorized Persons") designating the MAKER entity for whom he or she is acting. Any of the Authorized Persons acting alone shall have the continuing authority to make such oral or written requests until the BANK has received written notice by the MAKERS to the contrary. Any advance hereunder shall be conclusively presumed to have been made to or for the benefit of the designated MAKER when made by either bank wire transfer or the BANK's check made payable to the designated MAKER. The BANK shall be entitled to rely upon the direction of any of the Authorized Persons with respect to any advance made hereunder for the benefit of either of the MAKERS without any duty of inquiry. 3. This Note is secured by the following: (a) Pledge Agreement dated August 21, 2000, of at least 75% of the outstanding stock of First Southern Bancorp, Inc. of even date herewith from the shareholders, as pledgors, to the BANK, as pledgee; and (b) Separate Business Loan Agreements each dated August 20, 1999, each of which is ratified and confirmed by the MAKERS as valid and subsisting agreements in full force and effect as to this Note and any other promissory notes, credit agreements, security agreements, mortgages or other instruments, agreements and documents now or hereafter existing and in any manner executed in connection with the indebtedness evidenced hereby. Such documents, this Note and any other instrument in writing from time to time made, executed and delivered to the BANK for the purpose of evidencing or securing this Note are sometimes referred to herein and in such documents as the "Credit Documents", and such terms shall be deemed to include any and all amendments, modifications, supplements, extensions and renewal of them of, or any of them. 4. The Holder shall record on its books and records, with respect to each of the MAKERS, the date and amount of each disbursement and each payment on this Note made from time to time; and such books and records shall be presumed to state correctly the balance of this Note, both principal and interest, unless and until the MAKER proves to the contrary. 5. This Note may be prepaid at any time, in whole or in part, without penalty or premium. 6. The MAKERS shall not be entitled to the cancellation, surrender or release of this Note unless and until all obligations hereunder and under the Credit Documents shall have been paid, discharged and fully satisfied. 2 3 7. All payments hereunder shall be applied first to interest due, and any balance shall be applied in reduction of principal. In no event shall the interest paid or agreed to be paid hereunder (including all other amounts taken, reserved or charged pursuant to this Note or any of the Credit Documents that under applicable law are deemed to constitute an interest charge) exceed the highest lawful rate permissible under applicable law; and, if under any circumstance whatsoever, fulfillment of any provision of this Note at the time of performance shall involve transcending the limit of validity prescribed by applicable law, then, IPSO FACTO, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any circumstance the Holder should receive as interest an amount that would exceed the highest lawful rate allowable under applicable law, such amount that would be excessive interest shall be applied to the reduction of the unpaid principal balance of this Note and not to the payment of interest, or if such excess interest exceeds the unpaid principal balance, such excess shall be refunded to the affected MAKER. 8. All payments of principal and/or interest hereunder shall be made in lawful money of the United States of America that is legal tender for public and private debts at the time of payment. 9. At the election of the Holder, and without further notice, the entire principal balance of this Note, together with all accrued interest thereon, shall be and become immediately due and payable upon any of the following events of default: (a) failure of either MAKER to pay principal or interest when the same shall become due and such failure continues for a period of thirty (30) days after written notice to MAKERS; (b) Holder, in good faith believes the prospect of payment or performance is impaired; (c) Either MAKER adopts a plan of liquidation or dissolution; (d) the MAKERS, or either of them, default upon any other obligation to the BANK; (e) Either MAKER suffers a material adverse change in financial condition or becomes insolvent; (f) the filing of a petition against either of the MAKERS for relief under any state or federal insolvency laws, including the Bankruptcy Code; (g) the acceleration of the maturity of any of the obligations of MAKERS, or either of them, to any other of its creditors; or (h) upon the occurrence of any event of default as defined in the Credit Documents, 3 4 subject in any case to compliance by the Holder with any notice requirements and any rights of the MAKERS to cure any such event of default; and thereupon the Holder shall have and may exercise any and all rights and remedies available at law or in equity, together with such other rights and remedies provided in the Credit Documents, and thereafter interest shall accrue and be due and payable on the entire principal balance of this Note at that rate of interest which is equal to two percent (2%) in excess of the Note Interest Rate in effect at the time. 10. The remedies of the Holder, as provided herein or in the Credit Documents, shall be cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall arise. No act or omission or commission of the Holder, including specifically any failure to exercise any right, remedy or recourse, shall be deemed to be a waiver or release of the same, such waiver or release to be effected only through a written document executed by the Holder, and then only to the extent specifically provided for therein. A waiver or release with reference to any one event shall not be construed as continuing or as a bar to or as a waiver or release of any subsequent right, remedy or recourse as to a subsequent event. 11. MAKER agrees to pay all taxes or duties assessed upon any property secured by the Credit Documents, and upon any of the indebtedness evidenced hereby, and to pay all costs, expenses and attorney's fees actually incurred by the Holder in any proceeding for the collection of any of the indebtedness evidenced hereby, in any foreclosure or other realization under the Credit Documents, in protecting or sustaining the lien and security interests intended to be afforded the Holder by the Credit Documents or in any litigation or controversy arising from or connected with this Note or the Credit Documents. 12. Each and every maker, endorser, guarantor, surety, co-signor or accommodation party of this Note and all others who may become liable for the payment of all or any part of the obligations evidenced hereby, do hereby waive all valuation and appraisement procedures, demand, present for payment, protest, notice of protest and notice of nonpayment of this Note, dishonor and notice of dishonor, and do hereby consent to any number of renewals or extensions of the time of payment hereof and to any number of modifications or amendments of the terms of the Note and/or Credit Documents and agree that any such modifications, renewals or extensions may be made without notice to any of said persons or entities, and without affecting their liability hereon or in respect hereof, and further consent to the release of any part or parts of all of the security for the payment hereof, lack of diligence or delays in connection or enforcement of this Note, notice of intention to accelerate, the taking of additional security or other indulgences or forbearance and to the release of anyone liable hereon, all without affecting the liability of any other person or persons, firms, corporations or other entities liable for payment of this Note. 13. Payment of this Note may not be changed or terminated orally. 14. If any provision of this Note or any payments required of the MAKERS hereunder pursuant to the terms hereof shall be invalid or unenforceable to any extent, the 4 5 remainder of this Note and any other payments hereunder shall not be affected thereby and shall be enforceable to the extent permitted by law. 15. This Note shall be construed in accordance with the laws of the state of Indiana. Venue of any action brought for the purpose of enforcement of this Note shall be in any of the courts of general jurisdiction in Vanderburgh County, Indiana. 16. Whenever used herein, the singular shall include the plural, the plural the singular and the use of any gender shall include all genders. 17. THE MAKERS AND BANK EACH HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE. NO OFFICER OF BANK HAS AUTHORITY TO WAIVE, CONDITION OR MODIFY THIS PROVISION. 18. THIS NOTE WILL NOT HAVE FULLY AMORTIZED AT MATURITY. BANK IS UNDER NO OBLIGATION TO REFINANCE THIS NOTE UPON MATURITY. THE MAKERS WILL, THEREFORE, BE REQUIRED TO MAKE PAYMENT IN FULL AT MATURITY FROM OTHER ASSETS OR TO FIND A LENDER WILLING TO LEND THE FUNDS NECESSARY TO PAY THIS NOTE. IN ITS SOLE DISCRETION, BANK MAY ELECT TO LEND SUCH FUNDS AND CHARGE A RENEWAL FEE. 19. Neither Corporation nor LLC shall sell, transfer, assign, pledge or encumber or permit any levy or lien against any shares of stock now owned or later acquired in First Southern National Bank or United Trust, Inc., without the prior written consent of BANK. If any such stock interest is sold, transferred, assigned, pledged, or encumbered, by operation of law or otherwise, without the prior written consent of the Holder hereof, the entire unpaid principal balance and interest on this Note shall be immediately due and payable. 20. This Note evidences additional advancements by the BANK to the MAKERS and also represents a renewal of obligations evidenced by the prior Promissory Note dated August 21, 2000. 21. Corporation is a corporation duly organized and existing and in good standing under the laws of the state of Kentucky and, where required by law, is now, and will at all times be in good standing under the laws of its state of incorporation and the laws of any other jurisdiction in which it may be carrying on business. The execution, delivery and performance hereof have been duly authorized and all necessary action needed to effectuate the execution, delivery and performance hereof has been taken and done. 22. LLC is a limited liability company duly organized and existing and in good standing under the laws of the state of Kentucky and, where required by law, is now, and will at all times be in good standing under the laws of its state of organization and the laws of any other jurisdiction in which it may be carrying on business. The execution, delivery and 5 6 performance hereof have been duly authorized and all necessary action needed to effectuate the execution, delivery and performance hereof has been taken and done. FIRST SOUTHERN BANCORP, INC. By: /s/ JESS CORRELL Jess Correll, President FIRST SOUTHERN FUNDING, LLC By: /s/ JESS CORRELL Jess Correll, President and Manager 6 -----END PRIVACY-ENHANCED MESSAGE-----