utg2003

DEF 14A 1 utg2003.htm UTG PROXY STATEMENT utg2003

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

                                  SCHEDULE 14A

                Proxy Statement Pursuant to Section 14(a) of the
                        Securities Exchange Act of 1934
                              (Amendment No. ____)

Filed by the Registrant  |X|    Filed by a Party other than the Registrant   |_|

Check the appropriate box:

|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
      (as permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant §240.14a-12

                         UNITED TRUST GROUP, INC
________________________________________________________________________________
                (Name of Registrant as Specified In Its Charter)

________________________________________________________________________________
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X|  No fee required.
|_|  Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11.

     (1)  Title  of each  class of  securities  to  which  transaction  applies:
          ______________________________________________________________________

     (2)  Aggregate   number  of  securities  to  which   transaction   applies:
          ______________________________________________________________________

     (3)  Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (set forth the amount of which the
          filing  fee  is   calculated   and  state  how  it  was   determined):
          ______________________________________________________________________

     (4)  Proposed maximum aggregate value of transaction:
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     (5)  Total fee paid:
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|_|  Fee paid previously with preliminary  materials.

|_|  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

(1)  Amount Previously Paid:
________________________________________________________________________________

(2)  Form, Schedule or Registration Statement No.:
________________________________________________________________________________

(3)  Filing Party:
________________________________________________________________________________

(4)  Data Filed:
________________________________________________________________________________


                            UNITED TRUST GROUP, INC.

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                     To Be Held on Wednesday, June 11, 2003


To the Shareholders of:

UNITED TRUST GROUP, INC.

NOTICE IS HEREBY GIVEN that the Annual Meeting of  Shareholders  of United Trust
Group Inc., an Illinois corporation (“UTG”), will be held on Wednesday, June 11,
2003 at 10:00 a.m. at the  corporate  headquarters  at 5250 South  Sixth  Street
Road, Springfield, Illinois 62703 for the following purposes:

     1.   To elect nine directors of UTG to serve for a term of one (1) year and
          until their successors are elected and qualified;

     2.   To  consider  and act upon such  other  business  as may  properly  be
          brought before the meeting.

The Board of Directors  has fixed the close of business on April 18, 2003 as the
record date for the Annual Meeting.  Only shareholders of record as of the close
of  business  on the record  date are  entitled  to notice of and to vote at the
Annual Meeting.

Whether  or not you plan to attend the  Annual  Meeting,  you are urged to mark,
date and sign the enclosed  proxy and return it promptly so that your shares can
be represented  and voted at the Annual  Meeting.  A proxy may be revoked at any
time prior to its exercise at the Annual  Meeting by following the  instructions
in the  accompanying  proxy  statement and will not affect your right to vote in
person in the event that you decide to attend the meeting.



                                            BY ORDER OF THE BOARD OF DIRECTORS

                                                 UNITED TRUST GROUP, INC.


                                               Theodore C. Miller, Secretary



Dated:  May 19, 2003
Springfield, Illinois



                            YOUR VOTE IS IMPORTANT!

PLEASE  COMPLETE,  DATE,  SIGN AND  PROMPTLY  RETURN YOUR PROXY IN THE  ENCLOSED
ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.


                     PROXY STATEMENT FOR ANNUAL MEETING OF
                                SHAREHOLDERS OF
                            UNITED TRUST GROUP, INC.


                   GENERAL INFORMATION REGARDING SOLICITATION


The Annual Meeting of the Shareholders of United Trust Group,  Inc., an Illinois
corporation (“UTG”),  will be held on Wednesday,  June 11, 2003 at 10:00 a.m. at
the corporate  headquarters  at 5250 South Sixth Street,  Springfield,  Illinois
62703. The mailing address of UTG’s principal executive office is P.O. Box 5147,
Springfield, Illinois 62705.

This proxy  statement  is being sent to each  holder of record of the issued and
outstanding shares of Common Stock of UTG, no par value (the “Common Stock”), as
of the  close of  business  on April  18,  2003,  in  order to  furnish  to each
shareholder  information  relating  to  the  business  to be  transacted  at the
meeting.

This proxy statement and the enclosed proxy are being mailed on or about May 19,
2003  to the  shareholders  of UTG  entitled  to  notice  of and to  vote at the
meeting.  The Annual  Report of UTG for the fiscal year ended  December 31, 2002
has been mailed to shareholders  under separate cover. UTG will bear the cost of
soliciting  proxies from its  shareholders.  UTG may reimburse brokers and other
persons for their  reasonable  expenses in  forwarding  proxy  materials  to the
beneficial  owners  of Common  Stock.  Solicitations  may be made by  telephone,
telegram or by personal  calls,  and it is anticipated  that such  solicitations
will consist  primarily of requests to brokerage houses,  custodians,  nominees,
and fiduciaries to forward the soliciting  material to the beneficial  owners of
shares  held of record by such  persons.  If  necessary,  officers  and  regular
employees of UTG may by telephone,  telegram or personal  interview  request the
return of proxies.




                                     VOTING

The  enclosed  proxy is  solicited by and on behalf of the Board of Directors of
UTG. If you are unable to attend the meeting on Wednesday, June 11, 2003, please
complete the enclosed proxy and return it to us in the accompanying  envelope so
that your shares will be represented and voted at the meeting.

When the enclosed proxy is duly executed and returned in advance of the meeting,
and is not revoked,  the shares represented  thereby will be voted in accordance
with the authority contained therein.  Any shareholder giving a proxy may revoke
it at any time  before  it is  voted by  delivering  to the  Secretary  of UTG a
written  notice of revocation or a duly executed  proxy bearing a later date, or
by  attending  the  meeting  and voting his or her shares in person.  If a proxy
fails to specify how it is to be voted,  it will be voted “FOR” the  election of
the directors.

Inspectors  of election  will be  appointed  to tabulate the number of shares of
Common  Stock  represented  at the meeting in person or by proxy,  to  determine
whether or not a quorum is present  and to count all votes cast at the  meeting.
The holders of a majority of the  outstanding  shares of Common  Stock as of the
record  date must be  represented  at the meeting in person or by proxy in order
for a quorum to be present at the meeting. The inspectors of election will treat
abstentions and broker non-votes as shares that are present and entitled to vote
for purposes of  determining  the presence of a quorum.  Abstentions  and broker
non-votes  will have no effect on the  election of  directors  but will have the
effect of a vote  against any other  matter  submitted to a vote at the meeting.
With respect to the election of directors,  the affirmative  vote of a plurality
of the votes duly cast is required for the  election of directors  (that is, the
nominees  receiving the greatest number of votes will be elected).  There are no
cumulative voting rights with respect to the election of directors.  The holders
of Common  Stock as of the  record  date are  entitled  to one vote per share of
Common Stock with respect to the election of directors and any other matter that
may be submitted to a vote at the meeting.  The affirmative  vote of the holders
of a majority of the shares of Common Stock represented in person or by proxy at
the annual meeting is required to approve any other matter that may be submitted
to a vote at the meeting,  other than the election of  directors.  Management is
not aware of any  matter  other than the  election  of  directors  to be brought
before the shareholders at the meeting.

The Correll  affiliates hold  approximately 60% of the outstanding  Common Stock
(See “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS”) and intend to vote their
shares in favor of the election of directors as further described in proposal 1.




                    SIGNIFICANT MAJORITY-OWNED SUBSIDIARIES

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

At December 31, 2002,  significant  majority-owned  subsidiaries  of UTG were as
depicted on the following organizational chart:

Organizational Chart

For purposes of this proxy statement, the term “subsidiary life insurance
companies” shall mean UG, APPL and ABE, and the term “non-insurance subsidiary
companies” shall mean the subsidiary companies other than UG, APPL and ABE.

The companies hereinafter are sometimes collectively referred to as the
“Subsidiary majority owned companies”.

This document at times will refer to the Company’s largest shareholder, Mr.
Jesse T. Correll and certain companies controlled by Mr. Correll. Mr. Correll
holds a majority ownership of First Southern Funding LLC, a Kentucky
corporation, and First Southern Bancorp, Inc., a bank holding company that
operates primarily in Kentucky. Mr. Correll is Chairman of the Board of
Directors of UTG and is currently UTG’s largest shareholder through his
ownership control of FSF, FSBI and affiliates. Mr. Correll currently owns or
controls directly and indirectly approximately 60% of the issued and outstanding
Common Stock of UTG as further described herein. (See “SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS”)

VOTING SECURITIES OUTSTANDING

April 18, 2003 has been fixed as the record date for the determination of
shareholders entitled to notice of and to vote at the annual meeting or any
adjournments or postponements thereof. On that date, UTG had outstanding
3,507,201 shares of Common Stock. No other voting securities of UTG are
outstanding.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following tabulation sets forth the name and address of the persons or
entities known to be the beneficial owners of more than 5% of UTG’s
outstanding Common Stock and shows: (i) the total number of shares of Common
Stock beneficially owned by such person as of April 18, 2003 and the nature of
such ownership; and (ii) the percent of the issued and outstanding shares of
common stock so owned as of the same date.

Title Amount Percent
of Name and Address and Nature of of
Class of Beneficial Owner(2) Beneficial Ownership Class (1)

Common Jesse T. Correll 185,454 (3) 5.3%
Stock, no First Southern Bancorp, Inc. 1,634,336 (3)(4) 46.6%
par value First Southern Funding, LLC 0 (3)(4) 0%
First Southern Holdings, LLC 1,483,791 (3)(4) 42.3%
First Southern Capital Corp., LLC 183,033 (3)(4) 5.2%
First Southern Investments, LLC 18,575 0.5%
Ward F. Correll 98,523 (5) 2.8%
WCorrell, Limited Partnership 72,750 (3) 2.1%
Cumberland Lake Shell, Inc. 98,523 (5) 2.8%

Total(6) 2,119,921 60.4%

(1) The percentage of outstanding shares is based on 3,507,201 shares of Common
Stock outstanding as of April 18, 2003.

(2) The business address for each of Jesse Correll, First Southern Bancorp,
Inc. (“FSBI”), First Southern Funding, LLC (“FSF”), First Southern
Holdings, LLC (“FSH”), First Southern Capital Corp., LLC (“FSC”), First
Southern Investments, LLC (“FSI”), and WCorrell, Limited Partnership
(“WCorrell LP”), is P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky
40484. The business address for each of Ward Correll and Cumberland Lake
Shell, Inc. (“CLS”) is P.O. Box 430, 150 Railroad Drive, Somerset, Kentucky
42502.

(3) The share ownership of Jesse Correll listed includes 112,704 shares of
Common Stock owned by him individually. The share ownership of Mr. Correll
also includes 72,750 shares of Common Stock held by WCorrell, Limited
Partnership, a limited partnership in which Jesse 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, Jesse Correll may be deemed to beneficially own the total
number of shares of Common Stock owned by FSH (as well as the shares owned
by FSBI directly), and may be deemed to share with FSH (as well as FSBI)
the right to vote and to dispose of such shares. Mr. Correll owns
approximately 79% of the outstanding membership interests of FSF; he owns
directly approximately 50%, companies he controls own approximately 14%,
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 entities, as
shown in the above table, is 1,817,369 shares.

(4) The share ownership of FSBI consists of 150,454 shares of Common Stock held
by FSBI directly and 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 below. As
a result, FSBI may be deemed to share the voting and dispositive power over
the shares held by FSH. The share ownership of FSF does not include
additional shares that UTG agreed to issue to FSF or its assigns if the
condition in Section 13(c) titled “future earnings of UTI” of the
Acquisition Agreement dated April 30, 1998 by and between First Southern
Funding, Inc. and United Trust, Inc. is not met. UTG did not meet the
earnings requirements stipulated, and UTG believes it will be required to
issue 500,000 additional shares to FSF or its assigns. Pursuant to the
covenant, a final accounting and issuance of any shares due are to occur by
April 30, 2003.

(5) 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.

(6) According to the most recent Schedule 13D, as amended, filed jointly by
each of the entities and persons listed above, Jesse Correll, FSBI, FSF,
FSH, FSC, and FSI, have agreed in principle to act together for the purpose
of acquiring or holding equity securities of UTG. In addition, the Schedule
13D indicates that because of their relationships with Jesse Correll and
these other entities, Ward Correll, CLS, and WCorrell, Limited Partnership
may also be deemed to be members of this group. Because the Schedule 13D
indicates that for its purposes, each of these entities and persons may be
deemed to have acquired beneficial ownership of the equity securities of
UTG beneficially owned by the other entities and persons, each has been
identified and listed in the above tabulation.

SECURITY OWNERSHIP OF MANAGEMENT

The following tabulation shows with respect to each of the directors of UTG,
with respect to UTG’s chief executive officer and each of UTG’s executive
officers whose salary plus bonus exceeded $100,000 for fiscal 2002, and with
respect to all executive officers and directors of UTG as a group: (i) the total
number of shares of all classes of stock of UTG or any of its parents or
subsidiaries, beneficially owned as of April 18, 2003 and the nature of such
ownership; and (ii) the percent of the issued and outstanding shares of stock so
owned, and granted stock options available as of the same date.

Title Directors, Named Executive Amount Percent
of Officers, & All Directors & and Nature of of
Class Executive Officers as a Group Ownership Class (1)

UTG’s John S. Albin 10,503 (4) *
Common Randall L. Attkisson 0 (2) *
Stock, no Jesse T. Correll 2,002,823 (3) 57.1%
par value Ward F. Correll 98,523 (5) 2.8%
Thomas F. Darden 8,334 (7) *
Theodore C. Miller 10,000 (7) *
William W. Perry 12,000 (7) *
James P. Rousey 0 *
Robert W. Teater 7,380 (6) *
All directors and executive officers
as a group (nine in number) 2,149,563 61.3%

(1) The percentage of outstanding shares for UTG is based on 3,507,201 shares
of Common Stock outstanding as of April 18, 2003.

(2) Randall L. Attkisson is an associate and business partner of Mr. Jesse T.
Correll and holds minority ownership positions in certain of the companies
listed as owning UTG Common Stock including First Southern Bancorp, Inc.
Ownership of these shares is reflected in the ownership of Jesse T.
Correll.

(3) The share ownership of Mr. Correll includes 112,704 shares of United Trust
Group common stock owned by him individually and 150,545 shares of United
Trust Group common stock held by First Southern Bancorp, Inc. The share
ownership of Mr. Correll also includes 72,750 shares of United Trust Group
common stock held by WCorrell, Limited Partnership, a limited partnership
in which Mr. Correll serves as managing general partner and, as such, has
sole voting and dispositive power over the shares held by it. In addition,
by virtue of his ownership of voting securities of First Southern Funding,
LLC and First Southern Bancorp, Inc., and in turn, their ownership of 100%
of the outstanding membership interests of First Southern Holdings, LLC
(the holder of 1,483,791 shares of United Trust Group common stock), Mr.
Correll may be deemed to beneficially own the total number of shares of
United Trust Group common stock owned by First Southern Holdings, and may
be deemed to share with First Southern Holdings the right to vote and to
dispose of such shares. Mr. Correll owns approximately 79% of the
outstanding membership interests of First Southern Funding; he owns
directly approximately 50%, companies he controls own approximately 14%,
and he has the power to vote but does not own an additional 3% of the
outstanding voting stock of First Southern Bancorp. First Southern Bancorp
and First Southern Funding in turn own 99% and 1%, respectively, of the
outstanding membership interests of First Southern Holdings. Mr. Correll is
also a manager of First Southern Capital Corp., LLC, and thereby may also
be deemed to beneficially own the 183,033 shares of United Trust Group
common stock held by First Southern Capital, and may be deemed to share
with it the right to vote and to dispose of such shares. Share ownership of
Mr. Correll in United Trust Group common stock does not include 18,575
shares of United Trust Group common stock held by First Southern
Investments, LLC. (See “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS”)

(4) Includes 392 shares owned directly by Mr. Albin’s spouse.

(5) Cumberland Lake Shell, Inc. owns 98,523 shares of UTG Common Stock, all of
the outstanding voting shares of which are owned by Ward F. Correll and his
wife. As a result Ward F. Correll may be deemed to share the voting and
dispositive power over these shares. Ward F. Correll is the father of Jesse
T. Correll. There are 72,750 shares of UTG Common Stock owned by WCorrell
Limited Partnership in which Jesse T. Correll serves as managing general
partner and, as such, has sole voting and dispositive power over the shares
of Common Stock held by it. The aforementioned 72,750 shares are deemed to
be beneficially owned by and listed under Jesse T. Correll in this section.

(6) Includes 210 shares owned directly by Mr. Teater’s spouse.

(7) Shares subject to UTG Employee and Director Stock Purchase Plan.

* Less than 1%.

Except as indicated above, the foregoing persons hold sole voting and investment
power.

The following tabulation shows with respect to each individual identified above
under security ownership of management the ownership held in First Southern
Bancorp, Inc. (“FSBI”), an affiliate entity of UTG.

Title Amount Percent
of Director or and Nature of of
Class Executive Officer of UTG Ownership Class (1)

FSBI’s Randall L. Attkisson 7,476 (4) 5.9%
Common Jesse T. Correll 102,183 (2)(3) 70.9%
Stock Ward F. Correll 24,184 (3)(5) 18.3%
James P. Rousey 1,750 (6) 1.4%

(1) The percentage of outstanding shares for FSBI is based on 126,248 shares
outstanding as of March 1, 2003, including outstanding options.

(2) Includes 17,611 shares owned by the WCorrell, Limited Partnership, of which
Mr. Jesse Correll is the managing general partner, 3,462 shares which Mr.
Jesse Correll has the power to vote and as to which Mr. Jesse Correll
disclaims beneficial ownership. Also includes options to purchase 11,952
shares that can be exercised at any time by Mr. Jesse Correll.

(3) Includes options to purchase 5,981 shares that can be exercised at any time
by either Jesse Correll, Ward Correll or the WCorrell, Limited Partnership.

(4) Includes 3,668 shares owned by Mr. Attkisson’s spouse, 192 shares owned by
Mr. Attkisson’s son, and options to purchase 477 shares that can be
exercised at any time by Mr. Attkisson.

(5) Includes 17,611 shares owned by the WCorrell, Limited Partnership and 592
shares owned by Cumberland Lake Shell, Inc.

(6) Includes options to purchase 1,200 shares that can be exercised at any time
by Mr. Rousey.

The following tabulation shows with respect to each individual identified above
under security ownership of management the ownership held in First Southern
Funding, LLC. (“FSF”), an affiliate entity of UTG.

Title Amount Percent
of Director or and Nature of of
Class Executive Officer of UTG Ownership Class (1)

FSF’s Randall L. Attkisson 44.75 4.5%
Common Jesse T. Correll 784.87 78.9%
Stock

The percentage of outstanding units for FSF is based on 994.36 units outstanding
as of March 1, 2003.

THE BOARD OF DIRECTORS

In accordance with the laws of Illinois and the Certificate of Incorporation and
Bylaws of UTG, as amended, UTG is managed by its executive officers under the
direction of the Board of Directors. The Board elects executive officers,
evaluates their performance, works with management in establishing business
objectives and considers other fundamental corporate matters, such as the
issuance of stock or other securities, the purchase or sale of a business and
other significant corporate business transactions. In the fiscal year ended
December 31, 2002, the Board met 4 times. All directors attended at least 75% of
all meetings of the board, except Millard Oakley.

The Board of Directors has an Audit Committee consisting of Messrs. Albin,
Perry, and Teater. The Audit Committee performs such duties as outlined in the
Company’s Audit Committee Charter, such Charter having been adopted by the Board
of Directors of UTG. The Audit Committee reviews and acts or reports to the
Board with respect to various auditing and accounting matters. Each member of
the audit committee have been determined as independent as defined by the NASDAQ
listing standards. The scope of the audit procedures and the results thereof,
internal accounting and control systems of UTG, the nature of services performed
for UTG and the fees to be paid to the independent auditors, the performance of
UTG’s independent and internal auditors and the accounting practices of UTG. The
Audit Committee also recommends to the full Board of Directors the auditors to
be appointed by the Board. The Audit Committee met twice in 2002. The UTG Board
of Directors does not have a separate nominating committee or compensation
committee.

The compensation of UTG’s executive officers is determined by the full Board of
Directors (see report on Executive Compensation).

Under UTG’s By-Laws, the Board of Directors should be comprised of at least six
and no more than eleven directors. At December 31, 2002, the Board consisted of
nine directors. Shareholders elect Directors to serve for a period of one year
at UTG’s Annual Shareholders’ meeting. Mr. Millard Oakley resigned from the
Board of Directors on March 20, 2003.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Directors and officers of UTG file periodic reports regarding ownership of
Company securities with the Securities and Exchange Commission pursuant to
Section 16(a) of the Securities Exchange Act of 1934 as amended, and the rules
promulgated thereunder. During 2002, UTG was aware of the following individuals
who filed a late Form 3, initial statement of beneficial ownership of
securities, with the Securities and Exchange Commission; Michael K. Borden,
employee, Joyce M. Copp, employee, Thomas F. Darden, director, Theodore C.
Miller, executive officer, William W. Perry, director, James P. Rousey, director
and executive officer, and Brad M. Wilson, employee. Each of these individuals
reported no stock ownership or transaction in stock of UTG at the time of the
filing of the Form 3.

AUDIT COMMITTEE REPORT TO SHAREHOLDERS

In connection with the December 31, 2002 financial statements, the audit
committee: (1) reviewed and discussed the audited financial statements with
management; (2) discussed with the auditors the matters required by Statement on
Auditing Standards No. 61; and (3) received the letter from the auditors as
required by Independence Standards Board Statement No.1. Based upon these
reviews and discussions, the audit committee recommended to the Board of
Directors that the audited financial statements be included in the Annual Report
on Form 10-K filed with the SEC for the year ended December 31, 2002.

John S. Albin - Committee Chairman
William W. Perry
Robert W. Teater

PROPOSAL ONE

ELECTION OF DIRECTORS

At the annual meeting of shareholders of UTG, nine directors are to be elected,
each director to hold office until the next annual meeting and until his
successor is elected and qualified. Each nominee will be elected director by the
affirmative vote of a plurality of the votes duly cast for such nominee. The
persons named in the proxy intend to vote the proxies as instructed in the
proxies. If no instructions are given in a particular proxy, the persons named
in the proxy intend to vote the proxy for the nominees listed below. Should any
of the nominees listed below become unable or unwilling to accept nomination or
election, it is intended, in the absence of contrary specifications, that the
proxies will be voted for the balance of those named and for a substituted
nominee or nominees; however, the management of UTG currently knows of no reason
to anticipate such an occurrence. All of the nominees have consented to be named
as nominees and to serve as directors if elected. Information with respect to
business experience of the Board of Directors has been furnished by the
respective directors or obtained from the records of UTG. The following
individuals are nominees for the election of directors:

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

John S. Albin, 74
Director of UTG since 1984; Director of First Commonwealth
Corporation from 1984 to 2002; farmer in Douglas and Edgar
counties, Illinois, since 1951; Chairman of the Board of
Longview State Bank since 1978; President of the Longview
Capitol Corporation, a bank holding company, since 1978;
Chairman of First National Bank of Ogden, Illinois, since
1987; Chairman of the State Bank of Chrisman since 1988;
Director and Secretary of Illini Community Development
Corporation since 1990; Commissioner of Illinois Student
Assistance Commission from 1996 to 2002.

Randall L. Attkisson 57

Director of UTG since 1999; Director of First Commonwealth
Corporation from 1999 to 2002; President and Chief Operating
Officer of UTG since 2001; President and Chief Operating
Officer of FCC from 2001 to 2002; Chief Financial Officer,
Treasurer, Director of First Southern Bancorp, Inc, a bank
holding company, since 1986; Treasurer, Director of First
Southern Funding, LLC (formerly First Southern Funding Inc.)
since 1992; Director of Kentucky Christian Foundation since
2002; Director of The River Foundation, Inc. since 1990;
President of Randall L. Attkisson & Associates from 1982 to
1986; Commissioner of Kentucky Department of Banking &
Securities from 1980 to 1982; Self-employed Banking
Consultant in Miami, FL from 1978 to 1980.

Jesse T. Correll 46

Chairman and CEO of UTG since 2000; Chairman and CEO of
First Commonwealth Corporation from 2000 to 2002; Director
of UTG since 1999; Director of FCC from 1999 to 2002;
Chairman, President, Director of First Southern Bancorp,
Inc., a bank holding company, since 1983; President,
Director or Manager of First Southern Funding since 1992;
President, Director of The River Foundation since 1990;
Director of Thomas Nelson, Inc. since 2001; Director of
Computer Services, Inc. since 2001; Director of Global Focus
since 2001; Young Life Dominican Republic Committee Member
since 2000. Jesse Correll is the son of Ward Correll.

Ward F. Correll 74

Director of UTG since 2000 and First Commonwealth
Corporation from 1999 to 2002; President, Director of
Tradeway, Inc. of Somerset, KY since 1973; President,
Director of Cumberland Lake Shell, Inc., a gas
distributorship, of Somerset, KY since 1971; President,
Director of Tradewind Shopping Center, Inc. of Somerset, KY
since 1966; Director of First Southern Bancorp since 1988;
Director or Manager of First Southern Funding since 1991;
Director of The River Foundation of Stanford, KY since 1990;
and Director First Southern Insurance Agency of Stanford, KY
since 1987. Ward Correll is the father of Jesse Correll.

Thomas F. Darden 48

Director of UTG since 2001; Director of FCC from 2001 to
2002; Managing Partner of Cherokee Investment Partners LLC,
a real estate investment firm, and President and CEO of
Cherokee Sanford Group, Inc. an affiliated predecessor since
1983; Director of BTI Telecom, Inc. since 1998; Director of
Waste Industries, Inc. from 1997 to 2002; Director of
Winston Hotels, Inc. since 1994; Trustee of Shaw University
since 1993; Member of the Board of Governors of Research
Triangle Institute since 1998; Former Chairman of the
Triangle Transit Authority, serving from 1993 to 1998 and
Chairman from 1996 to 1997; Prior to 1996, twice appointed
to the North Carolina Board of Transportation.

William W. Perry 46
Director of UTG since 2001; Director of FCC from 2001 to
2002; Owner of SES Investments, Ltd., an oil and gas
investments company since 1991; President of EGL Resources,
Inc., an oil and gas operations company based in Texas and
New Mexico since 1992; Secretary of Midland Yucca Realty, a
Texas real estate investment company since 1993; Chairman of
Perry & Perry, Inc., a Texas oil and gas consulting company
since 1977; Member of the Board of Managers of Tall City
Equity Fund since 2001; involved with, Young Life in various
capacities; Midland City Council Member

James P. Rousey 44
Executive Vice President and Chief Administrative Officer
since September 2001; Regional CEO and Director of First
Southern National Bank from 1988 to 2001. Board Member with
the Illinois Fellowship of Christian Athletes since 2001.

Robert W. Teater 76

Director of UTG since 1987 and FCC from 1992 to 2002; member
of Columbus School Board 1991-2001; Founder, Teater-Gebhardt
and Associates, Inc., a comprehensive consulting firm in
natural resources development; Member of Reserve Forces
Policy Board in Department of Defense 1981-1985; Director of
School of Natural Resources at Ohio State University form
1973-1975; Assistant Director of Ohio Agricultural
Experiment Station 1969-1975; Associate Dean of Ohio State
University, College of Agriculture and Home Economics from
1969-1972;Combat veteran and retired Major General, Ohio
Army National Guard.

The Board of Directors recommends that shareholders vote “FOR” the election of
the director nominees listed above.

EXECUTIVE OFFICERS OF UTG

More detailed information on the following executive officers of UTG appears
under “Directors”:

Jesse T. Correll Chairman of the Board and Chief Executive Officer
Randall L. Attkisson President and Chief Operating Officer
James P. Rousey Executive Vice President and Chief Administrative Officer

Other executive officers of UTG are set forth below:

Name, Age Position with UTG and, Business Experience

Theodore C. Miller 40

Corporate Secretary since December 2000, Senior Vice
President and Chief Financial Officer since July 1997; Vice
President and Treasurer since October 1992; Vice President
and Controller of certain affiliated companies from 1984 to
1992. Vice President and Treasurer of certain affiliated
companies from 1992 to 1997; Senior Vice President and Chief
Financial Officer of subsidiary companies since 1997;
Corporate Secretary of subsidiary companies since 2000.

EXECUTIVE COMPENSATION

The following table sets forth certain information regarding compensation paid
to or earned by UTG’s Chief Executive Officer and each of the executive officers
of UTG whose salary plus bonus exceeded $100,000 during UTG’s last fiscal year:
Compensation for services provided by the named executive officers to UTG and
its affiliates is paid by UTG.

SUMMARY COMPENSATION TABLE

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

Jesse T. Correll (2) 2002 75,000 - - 4,500
Chairman of the Board 2001 56,250 - - -
Chief Executive Officer 2000 - - - -

Brad M. Wilson (4) 2002 160,000 3,000 - 3,600
Senior Vice President 2001 160,000 3,000 - 3,150
Chief Information Officer 2000 157,500 3,227 - 3,150

Theodore C. Miller 2002 100,000 - - 3,000
Corporate Secretary 2001 100,000 5,000 - 3,000
Senior Vice President 2000 91,749 - - 2,752
Chief Financial Officer

James P. Rousey (3) 2002 135,000 10,000 - 2,025
Executive Vice President 2001 50,625 - - -
Chief Administrative Officer 2000 - - - -

(1) All Other Compensation consists of UTG’s matching contribution to the
Employee Savings Trust 401(k) Plan.

(2) On March 27, 2000, Mr. Jesse T. Correll assumed the position as Chairman of
the Board and Chief Executive Officer of UTG and each of its affiliates.
Mr. Correll did not receive a salary, bonus or other compensation for his
duties with UTG and each of its affiliates in the year 2000. In March 2001,
the Board of Directors approved an annual salary for Mr. Correll of
$75,000, with payments to begin on April 1, 2001.

(3) Mr. James P. Rousey became an officer and employee of UTG and its
subsidiaries effective August 16, 2001.

(4) On January 7, 2003, Mr. Wilson’s employment with UTG and its insurance
subsidiaries was terminated.

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

At December 31, 2002 there were no shares of Common Stock subject to unexercised
options held by the named executive officers. There were no options or stock
appreciation rights granted to the named executive officers for the past three
fiscal years.

Compensation of Directors

UTG’s standard arrangement for the compensation of directors provides that each
director shall receive an annual retainer of $2,400, plus $300 for each meeting
attended and reimbursement for reasonable travel expenses. UTG’s director
compensation policy also provides that directors who are employees of UTG or
directors or officers of FSF and its affiliates do not receive any compensation
for their services as directors except for reimbursement for reasonable travel
expenses for attending each meeting.

Employment Contracts

There are no employment agreements in effect with any executive officers of the
Company.

REPORT ON EXECUTIVE COMPENSATION

Introduction

The compensation of UTG’s executive officers is determined by the full Board of
Directors. The Board of Directors strongly believes that UTG’s executive
officers directly impact the short-term and long-term performance of UTG. With
this belief and the corresponding objective of making decisions that are in the
best interest of UTG’s shareholders, the Board of Directors places significant
emphasis on the design and administration of UTG’s executive compensation plans.

Executive Compensation Plan Elements

Base Salary. The Board of Directors establishes base salaries at a level
intended to be within the competitive market range of comparable companies. In
addition to the competitive market range, many factors are considered in
determining base salaries, including the responsibilities assumed by the
executive, the scope of the executive’s position, experience, length of service,
individual performance and internal equity considerations. In addition to a base
salary, increased compensation of current and future executive officers of the
Company will be determined using a “performance based” philosophy. UTG’s
financial results are analyzed and future increases to compensation will be
proportionately based on the profitability of the Company.

Stock Options. Stock options are granted at the discretion of the Board of
Directors. There were no options granted to the named executive officers during
the last three fiscal years.

Deferred Compensation. There are currently no deferred compensation arrangements
with any executive officers or employees of the Company.

Stock Purchase Program.

On March 26, 2002, the Board of Directors of UTG adopted, and on June 11, 2002,
the shareholders of UTG approved, the United Trust Group, Inc. Employee and
Director Stock Purchase Plan. The plan’s purpose is to encourage ownership of
UTG stock by eligible directors and employees of UTG and its subsidiaries by
providing them with an opportunity to invest in shares of UTG common stock. The
plan is administered by the Board of Directors of UTG.

A total of 400,000 shares of common stock may be purchased under the plan,
subject to appropriate adjustment for stock dividends, stock splits or similar
recapitalizations resulting in a change in shares of UTG. The plan is not
intended to qualify as an “employee stock purchase plan” under Section 423 of
the Internal Revenue Code.

At its September 2002 meeting, the Board of Directors of UTG approved initial
offerings under the plan to qualified individuals totaling 367,000 shares,
subject to the registration or qualification of the shares for sale under
Federal or applicable state securities laws. These initial offers were made
November 1, 2002, at which time each offeree had 30 days to accept the offer,
execute the appropriate documents and pay for the shares to be acquired. At the
end of the 30-day period, the offers expired. This initial offering was at a
purchase price of $12.00 per share. Eight individuals acquired stock under the
plan from this initial offering with a total of 58,891 shares of UTG common
stock issued. Each participant under the plan executed a “stock restriction and
buy-sell agreement”, which among other things provides UTG with a right of first
refusal on any future sales of the shares acquired by the participant under this
plan.

The purchase price of shares repurchased under the stock restriction and
buy-sell agreement shall be computed, on a per share basis, equal to the sum of
(i) the original purchase price paid to acquire such shares from UTG 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 sale of such shares to UTG occurs. At December
31, 2002, shares issued under this program had a value of $11.94 per share
pursuant to the above formula.

Chief Executive Officer

On March 27, 2000, Mr. Jesse T. Correll assumed the position of Chairman of the
Board and Chief Executive Officer of UTG and each of its affiliates. Under Mr.
Correll’s leadership, he declined to receive a salary, bonus or other forms of
compensation for his duties with UTG and each of its affiliates in the year
2000. In March 2001, the Board of Directors approved an annual salary for Mr.
Correll of $75,000, payment of which began on April 1, 2001. As a reflection of
Mr. Correll’s leadership, the compensation of current and future executive
officers of the Company will be determined by the Board of Directors using a
“performance based” philosophy. The Board of Directors will consider UTG’s
financial results and future compensation decisions will be proportionately
based on the profitability of the Company.

Conclusion

The Board of Directors believes this Executive Compensation Plan provides a
competitive and motivational compensation package to the executive officer team
necessary to produce the results UTG strives to achieve. The Board of Directors
also believes the Executive Compensation Plan addresses both the interests of
the shareholders and the executive team.

BOARD OF DIRECTORS

John S. Albin Thomas F. Darden
Randall L. Attkisson William W. Perry
Jesse T. Correll James P. Rousey
Ward F. Correll Robert W. Teater

PERFORMANCE GRAPH

The following graph compares the cumulative total shareholder return on UTG’s
Common Stock during the five fiscal years ended December 31, 2002 with the
cumulative total return on the NASDAQ Composite Index Performance and the NASDAQ
Insurance Stock Index (1). The graph assumes that $100 was invested on December
31, 1997 in each of the Company’s common stock, the NASDAQ Composite Index, and
the NASDAQ Insurance Stock Index, and that any dividends were reinvested.

Performance Graph

(1)  UTG selected  the NASDAQ  Composite  Index  Performance  as an  appropriate
     comparison since during the time period  reflected,  UTG’s Common Stock was
     traded  on the  NASDAQ  Small Cap  exchange  under  the sign  “UTGI”  until
     December 31, 2001.  Furthermore,  UTG selected the NASDAQ  Insurance  Stock
     Index as the second  comparison  because  there is no similar  single “peer
     company” in the NASDAQ system with which to compare stock  performance  and
     the closest additional  line-of-business index which could be found was the
     NASDAQ  Insurance  Stock Index.  Trading  activity in UTG’s Common Stock is
     limited,  which may be due in part as a result of UTG’s  low  profile.  The
     Return  Chart is not  intended  to forecast  or be  indicative  of possible
     future performance of UTG's stock.

The foregoing graph shall not be deemed to be incorporated by reference into any
filing of UTG under the Securities Act of 1933 or the Securities Exchange Act of
1934,  except to the extent that UTG specifically  incorporates such information
by reference.


Compensation  Committee  Interlocks and Insider  Participation and Related Party
Transactions

UTG does not have a  compensation  committee and decisions  regarding  executive
officer  compensation  are  made by the  full  Board of  Directors  of UTG.  The
following  persons  served as directors of UTG during 2002 and were  officers or
employees of UTG or its  affiliates  during 2002:  Jesse T. Correll,  Randall L.
Attkisson and James P. Rousey. Accordingly,  these individuals have participated
in  decisions  related to  compensation  of  executive  officers  of UTG and its
subsidiaries.

During 2002,  Jesse T. Correll and Randall L. Attkisson,  executive  officers of
UTG, and the insurance subsidiaries, were also members of the Board of Directors
of the  insurance  subsidiaries.  During  2002,  James P. Rousey and Theodore C.
Miller,  executive  officers of UTG and the  insurance  subsidiaries,  were also
members of the Board of Directors of ABE.

Jesse T.  Correll and Randall L.  Attkisson  are each  directors  and  executive
officers of FSBI and participate in compensation decisions of FSBI. FSBI owns or
controls directly and indirectly  approximately  46.5% of the outstanding common
stock of UTG.


                        Other Related Party Transactions

On November 15, 2002,  North Plaza acquired 229 acres of timberland from Millard
V. Oakley,  a director of UTG, for a total purchase  price of $54,811.  The land
acquired was adjacent to land already owned by North Plaza.  The purchase  price
was consistent with other recent similar land acquisitions made by North Plaza.

On March 26, 2002, the Board of Directors of UTG adopted,  and on June 11, 2002,
the  shareholders  of UTG approved,  the United Trust Group,  Inc.  Employee and
Director Stock  Purchase  Plan. The plan's purpose is to encourage  ownership of
UTG stock by eligible  directors  and employees of UTG and its  subsidiaries  by
providing them with an opportunity to invest in shares of UTG common stock.  The
plan is administered by the Board of Directors of UTG.

At its September  2002 meeting,  the Board of Directors of UTG approved  initial
offerings under the plan to qualified individuals.  This initial offering was at
a purchase  price of $12.00 per  share.  A total of 58,891  shares of UTG common
stock were issued under this plan in 2002 to eight individuals. Each participant
under the plan  executed a “stock  restriction  and buy-sell  agreement”,  which
among  other  things  provides  UTG with a right of first  refusal on any future
sales of the shares acquired by the participant under this plan.

The  purchase  price of  shares  repurchased  under the  stock  restriction  and
buy-sell agreement shall be computed,  on a per share basis, equal to the sum of
(i) the  original  purchase  price paid to acquire such shares from UTG 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 sale of such shares to UTG occurs.  At December
31,  2002,  shares  issued  under this  program  had a value of $11.94 per share
pursuant to the above formula.

On November 20, 1998, FSF and affiliates acquired 929,904 shares of common stock
of UTG from UTG and certain UTG  shareholders.  As consideration for the shares,
FSF paid UTG  $10,999,995  and  certain  shareholders  of UTG  $999,990 in cash.
Included in the stock acquisition  agreement is an earnings covenant whereby UTG
warrants UTG and its subsidiaries and affiliates will have future earnings of at
least  $30,000,000  for a  five-year  period  beginning  January 1,  1998.  Such
earnings  are  computed  based  on  statutory  results  excluding  inter-company
activities such as  inter-company  dividends plus realized and unrealized  gains
and losses on real estate, mortgage loans and unaffiliated common stocks. At the
end of the covenant period,  an adjustment is to be made equal to the difference
between the then market value and statutory  carrying value of real estate still
owned that existed at the beginning of the covenant period.  Should UTG not meet
the covenant  requirements,  any  shortfall  will first be reduced by the actual
average  tax  rate for UTG for the  period,  then  will be  further  reduced  by
one-half of the percentage,  if any,  representing UTG’s ownership percentage of
the  insurance  company  subsidiaries.  This  result  will  then be  reduced  by
$250,000.  The  remaining  amount  will be paid by UTG in the form of UTG common
stock valued at $15.00 per share with a maximum number of shares to be issued of
500,000. However, there shall be no limit to the number of shares transferred to
the extent  that there are legal  fees,  settlements,  damage  payments or other
losses as a result of certain legal action taken. The price and number of shares
shall be adjusted for any  applicable  stock  splits,  stock  dividends or other
recapitalizations.  For the five-year period starting January 1, 1998 and ending
December 31, 2002, the Company had total  earnings of $17,011,307  applicable to
this covenant. Therefore, UTG did not meet the earnings requirements stipulated,
and UTG believes it will be required to issue 500,000  additional  shares to FSF
or its assigns. Pursuant to the covenant, a final accounting and issuance of any
shares due are to occur by April 30, 2003.

On May 21, 2002, at a special meeting of shareholders, the shareholders of First
Commonwealth  Corporation (“FCC”), then an 82% owned subsidiary of UTG, voted on
and approved that certain Agreement and Plan of Reorganization  and related Plan
of Merger,  each dated as of June 5, 2001,  between UTG, and FCC  (collectively,
the “Merger Agreement”),  and the merger contemplated thereby in which FCC would
be merged with and into UTG,  with UTG being the  surviving  corporation  of the
merger. The merger became effective on June 12, 2002.  Pursuant to the terms and
conditions of the Merger  Agreement,  each share of FCC stock outstanding at the
effective  time of the merger  (other  than shares held by UTG or shares held in
treasury by FCC or by any of its  subsidiaries)  was at such time  automatically
converted into the right to receive $250 in cash per share.

At a December  17, 2001 joint  meeting of the board of directors of UTG, FCC and
their  insurance  subsidiaries,   the  boards  of  directors  of  the  insurance
subsidiaries discussed and decided to further explore and pursue a possible sale
of the insurance  charters of each of APPL and ABE. In the alternative to a sale
of the APPL charter,  the boards also discussed and decided to further explore a
possible  merger of APPL into UG. At the September 24, 2002 joint meeting of the
board  of  directors  of UTG and  its  insurance  subsidiaries,  the  boards  of
directors of UG and ABE each approved the  exploration  of a merger  transaction
whereby ABE will be merged with and into UG. The UG and ABE Boards  approved the
merger transaction at the March 2003 meeting.  The completion of the transaction
is  contingent  upon the  necessary  regulatory  approvals and is expected to be
completed in mid 2003.

In preparation  for a possible  charter sale of APPL, UG and APPL entered into a
100% coinsurance  agreement  effective  October 1, 2002,  whereby UG assumed and
APPL ceded all of the existing business of APPL. The coinsurance transaction had
no  financial  impact on the  consolidated  financial  statements  or  operating
results of UTG.

On November  15, 2001,  UTG was  extended a  $3,300,000  line of credit from the
First National Bank of the  Cumberlands  located in Livingston,  Tennessee.  The
First National Bank of the Cumberlands is owned by Millard V. Oakley,  who was a
Director of UTG. The original  line of credit  expired one year from the date of
issue and was  renewed  in 2002 for an  additional  one-year  term.  The line of
credit is available for general business uses. The interest rate provided for in
the  agreement is variable and indexed to be the lowest of the U.S.  prime rates
as published in the money section of the Wall Street Journal,  with any interest
rate  adjustments to be made monthly.  During 2002, the Company borrowed a total
of  $1,600,000  under  this line of credit  and  incurred  interest  expense  of
$17,419.  All funds drawn were repaid prior to December 31, 2002.  No borrowings
were incurred during 2001.

On April 12, 2001,  UTG  completed  the purchase of 22,500  shares of UTG common
stock and 544 shares of FCC  common  stock  from  James E.  Melville  and family
pursuant to the Melville Purchase Agreement in exchange for five year promissory
notes of UTG in the aggregate  principal amount of $288,800.  On April 12, 2001,
UTG also completed the purchase from another family member of Mr. Melville of an
additional  100 shares of UTG for a total cash payment of $800. The purchase for
cash by UTG of an additional 39 shares of FCC common stock owned by Mr. Melville
at a purchase  price of $200.00 per share was  consummated on June 27, 2001. Mr.
Melville was a former director of UTG, FCC and the three insurance  subsidiaries
of UTG; he resigned  from those  boards on February  13,  2001.  At December 31,
2002, UTG owes $173,280 to Mr.  Melville and family members on these  promissory
notes.

On April 12, 2001,  UTG also  completed  the  purchase of 559,440  shares of UTG
common  stock from Larry E. Ryherd and family  pursuant  to the Ryherd  Purchase
Agreement for cash payments totaling $948,026 and a five year promissory note of
UTG in the principal amount of $3,527,494.  The purchase by UTG of the remaining
3,775  shares of UTG common  stock to be  purchased  for cash at $8.00 per share
pursuant to the Ryherd  Purchase  Agreement  along with an additional 570 shares
from certain parties to the Ryherd Purchase  Agreement was completed on June 20,
2001. The promissory notes of UTG received by certain of the sellers pursuant to
the Melville Purchase  Agreement and the Ryherd Purchase Agreement bear interest
at a rate of 7% per annum (paid quarterly) with payments of principal to made in
five equal annual installments, the first such payment of principal to be due on
the first anniversary of the closing.  At December 31, 2002, UTG owes $2,821,995
to Mr. Ryherd and family on this promissory note.

During 2000 and 2001, FCC paid a majority of the general  operating  expenses of
the  affiliated   group.  FCC  then  received   management,   service  fees  and
reimbursements  from the various  affiliates.  Beginning in January 2002, and in
anticipation  of the merger of FCC,  UTG began  paying a majority of the general
operating  expenses of the  affiliated  group.  Following the FCC merger in June
2002, UTG also assumed the rights and  obligations of the management and service
fees agreements with the various affiliates originally held by FCC.

UTG paid FCC $0, $550,000 and $750,000 in 2002, 2001 and 2000,  respectively for
reimbursement  of costs  attributed to UTG.  During 2002 through the date of the
FCC merger,  FCC paid $3,200,000 to UTG for reimbursement of costs attributed to
FCC and  affiliates  under which FCC had  management  and cost sharing  services
arrangements.

On January 1, 1993,  FCC  entered an  agreement  with UG  pursuant  to which FCC
provided management services necessary for UG to carry on its business.  UG paid
$2,974,088,   $6,156,903  and  $6,061,515  to  FCC  in  2002,   2001  and  2000,
respectively. UG paid $3,025,194 to UTG in 2002 under this arrangement.

ABE paid fees to FCC pursuant to a cost sharing and  management  fee  agreement.
FCC provides management services for ABE to carry on its business. The agreement
required ABE to pay a percentage of the actual expenses incurred by FCC based on
certain activity indicators of ABE business to the business of all the insurance
company  subsidiaries  plus a management fee based on a percentage of the actual
expenses  allocated to ABE. ABE paid fees of $188,494,  $332,673 and $371,211 in
2002,  2001 and  2000,  respectively  under  this  agreement.  ABE paid  fees of
$170,729 in 2002 to UTG under this agreement.

APPL had a  management  fee  agreement  with FCC  whereby FCC  provides  certain
administrative  duties,  primarily data processing and investment  advice.  APPL
paid  fees  of  $222,000,   $444,000  and  $444,000  in  2002,  2001  and  2000,
respectively under this agreement. APPL paid fees of $222,000 to UTG during 2002
under this agreement.

Respective domiciliary insurance departments have approved the agreements of the
insurance companies and it is Management’s opinion that where applicable,  costs
have been  allocated  fairly  and such  allocations  are based  upon  accounting
principles generally accepted in the United States of America.

Since the Company’s affiliation with FSF, UG has acquired mortgage loans through
participation  agreements  with FSNB.  FSNB  services the loans covered by these
participation  agreements.  UG pays a .25%  servicing  fee on these  loans and a
one-time fee at loan  origination  of .50% of the original  loan amount to cover
costs incurred by FSNB relating to the processing and establishment of the loan.
UG paid $70,140,  $79,730 and $34,721 in servicing fees and $35,127, $22,626 and
$91,392 in origination fees to FSNB during 2002, 2001 and 2000, respectively.

The  Company  reimbursed  expenses  incurred by Mr.  Correll  and Mr.  Attkisson
relating  to travel and other  costs  incurred  on behalf of or  relating to the
Company.  The Company  paid  $74,621,  $145,407  and  $96,599 in 2002,  2001 and
2000,respectively  to First  Southern  Bancorp,  Inc. in  reimbursement  of such
costs.  In addition,  beginning in 2001,  the Company began  reimbursing  FSBI a
portion of salaries for Mr. Correll and Mr.  Attkisson.  The  reimbursement  was
approved by the UTG board of directors and totaled $169,651 and $128,411 in 2002
and 2001, respectively, which included salaries and other benefits.

                RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Kerber,  Eck and  Braeckel  LLP (“KEB”)  served as UTG’s  independent  certified
public  accounting  firm for the fiscal  year ended  December  31,  2002 and for
fiscal year ended December 31, 2001. In serving its primary  function as outside
auditor for UTG, KEB performed  the following  audit  services:  examination  of
annual consolidated financial statements; assistance and consultation on reports
filed  with  the   Securities   and  Exchange   Commission;and   assistance  and
consultation  on  separate  financial  reports  filed  with the State  insurance
regulatory authorities pursuant to certain statutory requirements.

Audit Fees.  Audit fees billed for these audit services in the fiscal year ended
December 31, 2002 totaled $165,000,  and audit fees billed for quarterly reviews
of the Company’s financial statements totaled $16,979.

Financial Information Systems Design and Implementation Fees. KEB did not render
any services related to financial  information systems design and implementation
for the fiscal year ended December 31, 2002.

All Other Fees. No other  services  besides the audit services  described  above
were  performed by, and therefore no other fees were billed by, KEB for services
in the fiscal year ended December 31, 2002.

UTG does not expect that a  representative  of KEB will be present at the Annual
Meeting of  Shareholders  of UTG. No  accountants  have been selected for fiscal
year  2003  because  UTG  generally  chooses   accountants  shortly  before  the
commencement of the annual audit work.


          SUBMISSION OF SHAREHOLDER PROPOSALS FOR 2004 ANNUAL MEETING

In order for a proposal by a shareholder to be included in UTG’s proxy statement
and form of proxy for the 2004 Annual Meeting of Shareholders, the proposal must
be received by UTG at its principal office on or before January 19, 2004.

Shareholder  proposals  submitted  after  April  4,  2004,  will  be  considered
untimely,  and the proxy  solicited  by UTG for next year’s  annual  meeting may
confer discretionary authority to vote on any such matters without a description
of them in the proxy statement for that meeting.


                    OTHER MATTERS TO COME BEFORE THE MEETING

The management does not intend to bring any other business before the meeting of
UTG’s  shareholders  and has no reason to believe  that any will be presented to
the meeting. If, however, any other business should properly be presented to the
meeting,  the proxies  named in the enclosed form of proxy will vote the proxies
in accordance with their best judgement.

                 MULTIPLE STOCKHOLDERS SHARING THE SAME ADDRESS

In late 2000,  the  Securities  and Exchange  Commission  adopted new rules that
permit  companies  and  intermediaries  (e.g.,  brokers) to satisfy the delivery
requirements  for proxy  statements  with  respect  to two or more  stockholders
sharing the same address by  delivering a single  proxy  statement  addressed to
those  stockholders.  This process allows for extra convenience for stockholders
and potential costs savings for companies.

This year, one or more brokers with  accountholders who are UTG shareholders may
send a single proxy statement addressed to two or more shareholders  sharing the
same address. In those cases, a single proxy statement and Annual Report will be
delivered  to  multiple   stockholders   sharing  an  address  unless   contrary
instructions  have been  received from the affected  stockholder.  Once you have
received  notice from your broker  that they will be sending  communications  to
your  address  in this  way,  they will  continue  this  practice  until you are
notified  otherwise or until you revoke your  consent.  If, at any time,  you no
longer wish to receive proxy materials and  communications in this way and would
prefer to receive a separate  proxy  statement,  please  notify  your  broker or
direct your written  request to United Trust  Group,  Inc.,  Theodore C. Miller,
Secretary,  5250 South  Sixth  Street,  P.O.  Box 5147,  Springfield,  Illinois,
62705-5147,  or contact Mr. Miller at 217-241-6300.  UTG will deliver  promptly,
upon written or oral request in the manner  provided  above,  a separate copy of
the proxy  statement  and Annual  Report for the fiscal year ended  December 31,
2002 to a shareholder  at a shared address to which a single copy was delivered.
If your broker is not currently delivering a single proxy statement addressed to
two or more  shareholders  sharing the same address (i.e., you received multiple
copies of this proxy  statement),  and you would like to request  delivery  of a
single copy, you should contact your broker.

                   AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

UTG has filed its Annual  Report for the year ended  December  31,  2002 on Form
10-K  with  the  Securities  and  Exchange  Commission.  A copy  of the  report,
including any financial  statements and financial  statement  schedules,  may be
obtained  without charge by any  shareholder.  Requests for copies of the report
should be sent to Theodore C. Miller, Secretary,  United Trust Group, Inc., 5250
South 6th Street, P.O. Box 5147, Springfield, Illinois, 62705-5147.



                                        BY ORDER OF THE BOARD OF DIRECTORS

                                        UNITED TRUST GROUP, INC.


                                        Theodore C. Miller, Secretary

Dated: May 19, 2003



May 19, 2003

                                                      (on the letterhead of UTG)








Dear Shareholders:

The 2003 Annual Meeting of Shareholders of United Trust Group, Inc. will be held
at the corporate headquarters,  5250 South Sixth Street,  Springfield,  Illinois
62703,  on Wednesday  June 11, 2003, at 10:00 a.m. At the meeting,  shareholders
will act to elect nine  directors  and to vote upon such other  business  as may
properly be brought before the meeting.

Your vote is  important.  Whether or not you plan to attend the meeting,  please
review the enclosed proxy statement, complete the proxy form below and return it
promptly in the envelope provided.

It is important to keep your stock portfolio  current.  Registrations  should be
kept  up-to-date.  Remember to notify the  Company of a change in  address.  Our
stock  transfer  department  is  available  to assist  you with  these and other
shareholder questions.

Sincerely,




Theodore C. Miller
Corporate Secretary















Fold and Tear Here                                            Fold and Tear Here


PROXY FORM                 UNITED TRUST GROUP, INC.                   PROXY FORM
              Annual Meeting of Shareholders - To be Held June 11,
                   THE BOARD OF DIRECTORS SOLICITS THIS PROXY

The undersigned  hereby  appoints Jesse T. Correll and Randall L. Attkisson,  or
either of them,  the attorneys and proxies with full power of  substitution  and
revocation  to represent and to vote,  as  designated  below,  all the shares of
common stock of the Company held of record by the undersigned on April 18, 2003,
at the annual meeting of shareholders to be held at the corporate  headquarters,
5250 South Sixth Street, Springfield, Illinois 62703, on Wednesday June 11, 2003
at 10:00 a.m., or any adjournment thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned  shareholder.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL PROPOSALS PRESENTED.

Please sign exactly as your name appears on the form and date and mail the proxy
promptly.  When  signing as an  attorney,  executor,  administrator,  trustee or
guardian,  please give your full title as such. If shares are held jointly, both
owners  must sign.  If a  corporation,  please  sign in full  corporate  name by
President  and  other  authorized  officer.  If a  partnership,  please  sign in
partnership name by authorized person.

                Continued and to be voted and signed on reverse.






Our Stock  Transfer  Department  is  available  to assist  you with  changes  or
questions concerning your account.


Lost Certificate  -  Notification  of a lost stock  certificate  must be made in
                     writing.

Address   -          Notification of shareholder address changes must be made in
                     writing.  If your  address  has  changed or  should  change
                     in the future, please give us your new address below.

  Your name_____________________________________________________________________

 (Old Address) - Street_________________________________________________________

   City__________________________  State____________     Zip____________________

 (New Address) - Street_________________________________________________________

   City__________________________  State____________     Zip____________________


   Date new address in effect____________  Signature____________________________

Registration Changes -
                    A change in certification registration is needed because of:

        Marriage                  Divorce

        Death of a tenant         Establishment of a trust

        Remove custodian          Other - Explain___________________





For  instructions  about your  specific  situation,  contact our Stock  Transfer
Department by phone at (217) 241-6410,  by writing to United Trust Group,  Inc.,
Attn: Stock Transfer Department,  P.O. Box 5147,  Springfield,  IL 62705-5147 or
through our website at www.unitedtrustgroup.com.


                                        Signature_______________________________

                                             Date_______________________

Acct#




Fold and Tear Here                                            Fold and Tear Here


1.   To elect all Director Nominees to                Withhold       For All
     serve on the Board of  Directors.        For     Authority      Except*
     The nominees are:                                                

John S. Albin,  Randall L.  Attkisson,  Jesse T. Correll,  Ward F. Correll,
     Thomas F. Darden II, William W. Perry,  James P. Rousey,  Robert W. Teater,
     and vacant.

     *Exceptions:  To vote for all  director  nominees,  mark the “For” box.  To
     withhold  voting for all nominees,  mark the “Withhold  Authority”  box. To
     withhold voting for a particular nominee, mark the “For All Except” box and
     enter name(s) of the  exception(s) in the space provided.  Your shares will
     be voted for the remaining nominees.

________________________________________________________________________________

2.   In their  discretion,  the proxies are  authorized  to vote upon such other
     business  as may  properly  come  before  the  meeting  or any  adjournment
     thereof.




      Signature_____________________________   Date_______________________

      Signature_____________________________   Date_______________________