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                                    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



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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.


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         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



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                          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



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