EXHIBIT B
AGREEMENT
THIS AGREEMENT is made and entered into by and between Xxxxx X.
Xxxxxxx, First Southern Bancorp, Inc., First Southern Funding, LLC, First
Southern Capital Corp., LLC and First Southern Investments, LLC (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
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., First Southern Funding,
LLC, First Southern Capital Corp., LLC and First Southern Investments, LCC 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., First Southern Funding,
LLC, First Southern Capital Corp., LLC and First Southern Investments, LCC 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., First
Southern Funding, LLC, First Southern Capital Corp., LLC or First Southern
Investments, LCC 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.
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6. Xxxxx X. Xxxxxxx, First Southern Bancorp, Inc., First Southern Funding,
LLC, First Southern Capital Corp., LLC and First Southern Investments, LCC each
acknowledge and agree that Xxxxx X. Xxxxxxx 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 November 20, 1998, among
the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 5th day of January, 1999.
FIRST SOUTHERN BANCORP, INC.
By:/S/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx, President
FIRST SOUTHERN FUNDING, LLC
By:/S/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx, Manager
FIRST SOUTHERN CAPITAL CORP., LLC
By: /S/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx, Manager
FIRST SOUTHERN INVESTMENTS, LLC
By:/S/ XXXXX X. XXXXXXX
Xxxxxxx Xxxxxxxxx, President
/S/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx, individually
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