EXHIBIT B
AGREEMENT
THIS AGREEMENT is made and entered into by and between Xxxxx X.
Xxxxxxx, First Southern Bancorp, Inc. and First Southern Funding, Inc.
(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, Inc.
WHEREAS, each member of the Group desires to file a single
Schedule 13D indicating the beneficial ownership of each member; and
WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities Exchange Act
of 1934 (the "Act") requires 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. Xxxxx X. Xxxxxxx, First Southern Bancorp, Inc. and First Southern
Funding, Inc. agree that a single Schedule 13D and any amendments thereto
relating to the shares of Common Stock of United Trust, Inc. shall be filed
on behalf of each of them.
2. Xxxxx X. Xxxxxxx, First Southern Bancorp, Inc. and First Southern
Funding, Inc. 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 Southern Bancorp,
Inc. or First Southern Funding, Inc. 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. Xxxxx X. Xxxxxxx, First Southern Bancorp, Inc. and First Southern
Funding, Inc. each acknowledge and agree that Xxxxx X. Xxxxxxx and the
President of First Southern Funding, Inc., then in office, and each of
them, shall be authorized as attorney-in-fact to sign, on behalf of each
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party to this Agreement, any Schedule 13D or amendments thereto that are
required to be filed on behalf of the parties thereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 25th day of June, 1998.
FIRST SOUTHERN BANCORP, INC.
By: /S/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx, President
FIRST SOUTHERN FUNDING, INC.
By: /S/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx, President
/S/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx, individually
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