0000832480-07-000006 Sample Contracts

ADMINISTRATIVE SERVICE AGREEMENT
Administrative Service Agreement • March 29th, 2007 • Utg Inc • Life insurance • Oklahoma

THIS AGREEMENT is made this 31st_____ day of December, 2006 by and between Reserve National Insurance Company (hereinafter referred to as “Administrator”) and American Capitol Insurance Company (hereinafter referred to as “Insurer”).

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NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • March 29th, 2007 • Utg Inc • Life insurance • Tennessee
COMMERCIAL PLEDGE AGREEMENT
Commercial Pledge Agreement • March 29th, 2007 • Utg Inc • Life insurance
LOAN AGREEMENT
Loan Agreement • March 29th, 2007 • Utg Inc • Life insurance • Tennessee

THIS LOAN AGREEMENT(hereinafter called “Agreement”)made and entered into this 8th day of December, 2006 by and between UTG, INC (UTG). , a Delaware corporation, (hereinafter called "Borrower") and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, a national banking association having its principal office located in Memphis, Tennessee ("Lender").

COINSURANCE AGREEMENT
Coinsurance Agreement • March 29th, 2007 • Utg Inc • Life insurance
AMENDMENT NO. 2 TO THE STOCK PURCHASE AGREEMENT BETWEEN UTG, INC. AND CERTAIN INDIVIDUAL SHAREHOLDERS OF ACAP CORPORATION
Stock Purchase Agreement • March 29th, 2007 • Utg Inc • Life insurance

This is an amendment to that Stock Purchase Agreement between UTG, Inc. and certain individual shareholders of Acap Corporation dated August 7, 2006, as amended by Amendment #1 thereto (“Agreement”). Terms defined in the Agreement are applicable to this amendment.

ADMINISTRATIVE SERVICES AND COST SHARING AGREEMENT
Administrative Services and Cost Sharing Agreement • March 29th, 2007 • Utg Inc • Life insurance • Delaware

This Agreement made and entered into this 1st day of January, 2007 by UTG, INC., a Delaware corporation ("UTG") and TEXAS IMPERIAL LIFE INSURANCE COMPANY, a Texas life insurance company ("TI").

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 29th, 2007 • Utg Inc • Life insurance • Texas

This is an agreement (“Agreement”) between UTG, Inc. (“Purchaser”) and the “Sellers” (defined below) regarding the purchase and sale of shares of common stock of Acap Corporation (“Acap”).

ADMINISTRATIVE SERVICES AND COST SHARING AGREEMENT
Administrative Services and Cost Sharing Agreement • March 29th, 2007 • Utg Inc • Life insurance • Delaware

This Agreement made and entered into this 1st day of January, 2007 by UTG, INC., a Delaware corporation ("UTG") and AMERICAN CAPITOL INSURANCE COMPANY, a Texas life insurance company ("ACIC").

AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT BETWEEN UTG, INC. AND CERTAIN INDIVIDUAL SHAREHOLDERS OF ACAP CORPORATION
Stock Purchase Agreement • March 29th, 2007 • Utg Inc • Life insurance

This is an amendment to that Stock Purchase Agreement between UTG, Inc. and certain individual shareholders of Acap Corporation dated August 7, 2006 (“Agreement”). Terms defined in the Agreement are applicable to this amendment.

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