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Filing Details

Accession Number:: 0000940397-20-000005
Form Type:: 13D Filing
Publication Date:: 2020-08-27 16:28:22

Filed By:: Utg Inc
Company:: Utg Inc (OTCMKTS:UTGN)
Filing Date:: 2020-08-27
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Percent of Class
F	1,201,876	0	1,201,876	0	See response to Item 5 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO See response to Item 5 2 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) First Southern Funding, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC, BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 400,000 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 400,000 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See response to Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See response to Item 5 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO See response to Item 5 3 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) First Southern Bancorp, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC, BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 204,909 8 SHARED VOTING POWER See response to Item 5 9 SOLE DISPOSITIVE POWER 204,909 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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See response to Item 5 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC See response to Item 5 4 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jesse T. Correll 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 127,577 8 SHARED VOTING POWER See response to Item 5 9 SOLE DISPOSITIVE POWER 127,577 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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See response to Item 5 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN See response to Item 5 5 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WCorrell, Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Georgia NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 72,750 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 72,750 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See response to Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See response to Item 5 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN See response to Item 5 6 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cumberland Lake Shell, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kentucky NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 128,750 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 128,750 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See response to Item 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See response to Item 5 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO See response to Item 5 7 Explanatory Note With this Amendment, the Reporting Persons are amending this Schedule 13D to amend the disclosures in the text of Item 3 and Item 5 to reflect recent transactions in shares of UTG, Inc. ( UTI ) and to update the disclosures in Exhibit F. Item 3. Source and Amount of Funds and Other Consideration. The amount of funds used by First Southern Funding, LLC to purchase shares on August 13, 2020 was 1,171,890. The source of the funds was cash on hand. T 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 Reporting Person Number of Shares Owned (%
F	400,000	0	400,000	0
F	204,909	0	204,909	0
Jesse T. Correll	127,577	0	127,577	0
WCorrell, Limited Partnership	72,750		72,750
Cumberland Lake Shell, Inc	128,750		128,750

Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 30)

UTG, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

90342M 10 9

(CUSIP Number)

Jill Martin

First Southern Bancorp, Inc.

P.O. Box 328, Stanford, KY 40484 (606-365-3555)

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 13, 2020

(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 [ ]

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	First Southern Holdings, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Kentucky

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			1,201,876*

		8	SHARED VOTING POWER
			0*

		9	SOLE DISPOSITIVE POWER
			1,201,876*

		10	SHARED DISPOSITIVE POWER
			0*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	See response to Item 5

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☑


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	See response to Item 5

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

* See response to Item 5

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	First Southern Funding, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC, BK

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Kentucky

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			400,000*

		8	SHARED VOTING POWER
			0*

		9	SOLE DISPOSITIVE POWER
			400,000*

		10	SHARED DISPOSITIVE POWER
			0*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	See response to Item 5

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☑


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	See response to Item 5

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

* See response to Item 5

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	First Southern Bancorp, Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC, BK

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Kentucky

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			204,909*

		8	SHARED VOTING POWER
			See response to Item 5

		9	SOLE DISPOSITIVE POWER
			204,909*

		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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☑


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	See response to Item 5

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

* See response to Item 5

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Jesse T. Correll

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF, OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Kentucky

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			127,577*

		8	SHARED VOTING POWER
			See response to Item 5

		9	SOLE DISPOSITIVE POWER
			127,577*

		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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☑


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	See response to Item 5

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

* See response to Item 5

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	WCorrell, Limited Partnership

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Georgia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			72,750*

		8	SHARED VOTING POWER
			0*

		9	SOLE DISPOSITIVE POWER
			72,750*

		10	SHARED DISPOSITIVE POWER
			0*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	See response to Item 5

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☑


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	See response to Item 5

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

* See response to Item 5

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Cumberland Lake Shell, Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Kentucky

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			128,750*

		8	SHARED VOTING POWER
			0*

		9	SOLE DISPOSITIVE POWER
			128,750*

		10	SHARED DISPOSITIVE POWER
			0*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	See response to Item 5

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☑


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	See response to Item 5

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

* See response to Item 5

Explanatory Note

With this Amendment, the Reporting Persons are amending this Schedule 13D to amend the disclosures in the text of Item 3 and Item 5 to reflect recent transactions in shares of UTG, Inc. ("UTI") and to update the disclosures in Exhibit F.

Item 3. Source and Amount of Funds and Other Consideration.

The amount of funds used by First Southern Funding, LLC to purchase shares on August 13, 2020 was $1,171,890. The source of the funds was cash on hand.

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:

Reporting Person		Number of Shares Owned (%)(1)
Jesse T. Correll (2) First Southern Bancorp, Inc.(2)(3) First Southern Funding, LLC(2)(3) First Southern Holdings, Inc.(2)(3) WCorrell, Limited Partnership(2) Cumberland Lake Shell, Inc.		127,577 (4.0%) 1,406,785 (44.3%) 400,000 (12.6%) 1,201,876 (37.8%) 72,750 (2.3%) 128,750 (4.1%)
Total(3)(4)		2,063,112 (64.9%)

(1) The percentage of outstanding shares is based on 3,178,658 shares of Common Stock outstanding as of August 13, 2020.

(2) The share ownership of Mr. Correll includes 54,827 shares of Common Stock owned by him individually; and 72,750 shares of Common Stock held by WCorrell, Limited Partnership, a limited partnership in which Mr. Correll serves as managing general partner.

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 (as well as the shares owned by FSBI and FSF directly), and may be deemed to share with FSH (as well as FSBI and FSF) the right to vote and to dispose of such shares. Mr. Correll owns approximately 76.1% (of which 74.0% is owned directly by Mr. Correll and 2.1% is owned by his wife) of the outstanding membership interests of FSF; he owns approximately 45.1% (of which 45.06% is owned directly by Mr. Correll and 0.01% is owned by his wife), companies he controls own approximately 15.1%, and he has the power to vote and an option to purchase but does not own approximately 2.0%, of the outstanding voting common equity of FSBI (consisting in part of shares entitled to one vote per share and in part of shares entitled to ten votes per share). FSBI and FSF in turn own 99% and 1%, respectively, of the outstanding membership interests of FSH. The aggregate number of shares of Common Stock held by these other Reporting Persons, as shown in the above table, is 1,806,785 shares.

(3) The share ownership of FSBI consists of 204,909 shares of Common Stock held by FSBI directly and 1,201,876 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) Mr. Correll, FSBI, FSF and FSH 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, Cumberland Lake Shell, Inc. 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)On August 13, 2020, First Southern Funding, LLC purchased 40,410 shares at $29.00 per share, cash from Cumberland Lake Shell, Inc. On August 13, 2020, Cumberland Lake Shell sold 88,341 shares at $29.00 per share, cash, to the Issuer.

(d) Not amended.

(e) Not applicable.

Item 7: Material to be Filed as Exhibits

The following exhibit is filed with this Schedule 13D:

Exhibit F

Directors, officers, members, general partners and controlling persons of Reporting Persons.

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: August 27, 2020	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 August 12, 2016, for the filing of a single Schedule 13D pursuant to Rule 13d-1(k), 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.

Exhibit F

Directors, Executive Officers and Controlling Shareholders of FSBI:

Jesse T. Correll, Director and Executive Officer

Randall L. Attkisson, Director

Jill M. Martin, Executive Officer

Douglas P. Ditto, Director and Executive Officer

Alex Keltner, Director

Adrienne Correll, Director

Michael Ray, Director

Tommy Roberts, Director and Executive Officer

W.L. Rouse III, Director

Theodore C. Miller, Executive Officer

William W. Perry, Director

James P. Rousey, Executive Officer

Nancy Sleeth, Director

M. Suzanne Short, Executive Officer

Managers, Executive Officers and Controlling Persons of FSF:

Jesse T. Correll, Manager, Executive Officer and Controlling Person

Jill M. Martin, Manager and Executive Officer

Douglas P. Ditto, Manager and Executive Officer

Executive Officers, Members and Controlling Persons of FSH:

Jesse T. Correll, Executive Officer

Jill M. Martin, Executive Officer

First Southern Funding, LLC, Member

First Southern Bancorp, Inc., Member and Controlling Person

General Partners of WCorrell, Limited Partnership:

Jesse T. Correll, managing general partner

Directors, Executive Officers and Controlling Shareholders of CLS:

Ward F. Correll Irrevocable Family Bank GSTT Trust UTA dated 12-17-1997, controlling shareholder

Jesse T. Correll, Director

Kirk A. Correll, Director

Greg Correll, Director

Leah D. Taylor, Executive Officer and Director

Stephen Acton, Executive Officer and Director

Susan Kretzer, Executive Officer

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:

Stephen Acton	P. O. Box 430 150 Railroad Drive Somerset, KY 42502	Vice President & Director, Cumberland Lake Shell, Inc. (Gasoline wholesaler)
Randall L. Attkisson	143 Cold Springs Drive Stanford, KY 40484	Director of First Southern Bancorp, Inc. (Bank holding company) Director of UTG, Inc. (Insurance holding company) Partner, Bluegrass Financial Holdings, LLC
Greg Correll	7907 Nicholasville Rd. Lancaster, KY 40444	Member, Marksbury Farm Foods, LLC (Processing Facility & Retailer)
Jesse T. Correll	P.O. Box 328 99 Lancaster Street Stanford, KY 40484 5250 South Sixth St. Springfield, IL 62703	President and Director of First Southern Bancorp, Inc. (Bank holding company) Chairman, CEO and Director of UTG, Inc. (Insurance holding company)
Kirk A. Correll	115 E. Main Street Stanford, KY 40484	Attorney, Kirk A. Correll, Attorney at Law (Law office)
Douglas P. Ditto	P.O. Box 328 99 Lancaster Street Stanford, KY 40484	Vice President, First Southern Bancorp, Inc. (Bank holding company) Senior Vice President and Central Lending Group Manager, First Southern National Bank (Bank) Vice President of UTG, Inc. (Insurance holding company)
M. Suzanne Short	P.O. Box 328 99 Lancaster Street Stanford, KY 40484	Chief Operating Officer, First Southern Bancorp, Inc. (Bank holding company)
Susan Kretzer	P.O. Box 430 150 Railroad Drive Somerset, KY 42502	Secretary, Cumberland Lake Shell, Inc. (Gasoline wholesaler)
Jill Martin	P.O. Box 328 99 Lancaster Street Stanford, KY 40484	Vice President & Treasurer, First Southern Bancorp, Inc. (Bank holding company) and First Southern National Bank (Bank)
Theodore C. Miller	P.O. Box 328 99 Lancaster Street Stanford, KY 40484	Secretary & CFO of First Southern Bancorp, Inc. (Bank holding company), First Southern National Bank (Bank) and UTG, Inc. (Insurance holding company)
William W. Perry	223 West Wall Street, Suite 900 Midland, TX 79701	Owner, S.E.C. Investments, LTD, Managing Partner of PBEX, LLC and CEO of EGL Resources, Inc. (oil and gas investments/companies)
Michael Ray	817 West Columbia St. Somerset, KY 42501	CFO, Tru-Check Meter Service (Contract Meter Reading)
Tommy Roberts	P.O. Box 328 99 Lancaster Street Stanford, KY 40484	Chief Executive Officer & Director, First Southern National Bank (Bank) Vice President & Director, First Southern Bancorp, Inc. (Bank holding company)
W.L. Rouse III	2201 Regency Road, Ste 602 Lexington, KY 40503	Member, The Rouse Companies (Commercial real estate company)
James P. Rousey	P.O. Box 328 99 Lancaster Street Stanford, KY 40484	CEO of First Southern Bancorp, Inc. (Bank holding company) President of UTG, Inc. (Insurance holding company)
Nancy Sleeth	450 Old Vine Street Lexington, KY 40507	Managing Director, Blessed Earth (Stewardship education and consulting)
Leah D. Taylor	P.O. Box 430 150 Railroad Drive Somerset, KY 42502	President, Director, Cumberland Lake Shell, Inc. (Gasoline wholesaler)
Alex Keltner	P.O. Box 118 88 S. Bethel Street Russellville, KY 42276	Director, First Southern Bancorp, Inc. (Bank holding company) President, First Southern National Bank (Bank)
Adrienne Correll	P.O. Box 328 99 Lancaster Street Stanford, KY 40484	Director, First Southern Bancorp, Inc. (Bank holding company)