Amendment #2

    Dated and Effective: September 1, 2018

    To the

    SHARED SERVICES AGREEMENT

    By and between

    FIRST SOUTHERN NATIONAL BANK

    And

    UTG, INC.

    Dated

     January 1, 2017

    

    

          Purpose: To amend and replace Item 1-Services of above said agreement in its entirety.

    

    

    
      	
              1.

            	
              Services. During the term of this
                  Agreement, the parties hereby agree to share personnel and the employee costs of certain groups of employees of both entities.  The initial Shared Services of the two entities shall be as follows:

            


    

    

    

    	 	
            UTG percentage

          	
            FSNB percentage

          
	
            Accounting

          	
            50%

          	
            50%

          
	
            Information Technology

          	
            50%

          	
            50%

          
	
            Human Resources

          	
            *

          	
            *

          
	
            Investments

          	
            50%

          	
            50%

          
	
            CLG

          	
            **

          	
            **

          
	
            Leadership

          	
            **

          	
            **

          
	
            Marketing

          	
            75%

          	
            25%

          


    

    

    *Human Resources shall be allocated based on the percentage of the number of individuals on the payroll system for each
        entity to the total of both entities.

    

    

    **See attached allocations per Exhibit A.

    

    

    The Shared Services of each entity shall include the base pay, bonuses paid, payroll related taxes and costs of employee
        benefits provided for each individual covered.

    

    

    Allocated costs shall first be reduced for reimbursements, if any, received from other entities or third parties.

    

    

    

    

    Additional employees or groups of employees may be added as shared services upon mutual agreement of both parties and
        attached hereto as an addendum to this Agreement.

    

    

    Corporate performance based bonuses or awards are specifically excluded from this formula and sharing arrangement.  Such
        bonuses or awards shall be borne entirely by the individual entity and determined exclusively by the management of each entity.  Individuals covered under this agreement may receive such corporate performance based bonuses from either or both
        entities.

    

    

    IN WITNESS WHEREOF,
        the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized as of the date first above written.

    

    	
             UTG, Inc.

            

          	
            First Southern National Bank 

            

          
	
            By: /s/ James P. Rousey 

            

          	
            By: /s/ Tommy Roberts 

            

          
	
            James P. Rousey 

            

          	
            Tommy Roberts 

            

          
	
            President 

            

          	
            CEO 

            

          
	
             

          	
             

          
	
            Attest: 

            

          	
            Attest: 

            

          
	
            /s/ Theodore C. Miller 

            

          	
            /s/ Theodore C. Miller 

            

          
	
            Theodore C. Miller 

            

          	
            Theodore C. Miller 

            

          
	
            Secretary 

            

          	
            Secretary 

            

          


    

    

    Shared Services Agreement FSNB/UTG Exhibit A

    

    

    CLG

    	
            Name

          	 	
            FSNB %

          	 	
            UTG %

          
	
            Joe Hafley

          	 	
            80%

          	 	
            20%

          
	
            Shay Pendygraft

          	 	
            20%

          	 	
            80%

          
	
            Leah Baker

          	 	
            20%

          	 	
            80%

          


    

    

    Leadership

    	
            Name

          	 	
            FSNB %

          	 	
            UTG %

          
	
            Jess Correll

          	 	
            25%

          	 	
            75%

          
	
            Doug Ditto

          	 	
            25%

          	 	
            75%

          
	
            Cynthia Woodcock

          	 	
            25%

          	 	
            75%

          
	
            Mason McFarland

          	 	
            50%

          	 	
            50%

          
	
            Jim Rousey

          	 	
            50%

          	 	
            50%

          
	
            Candice Smith

          	 	
            50%

          	 	
            50%

          
	
            Suzanne Short

          	 	
            50%

          	 	
            50%

          
	
            Sara Downey

          	 	
            50%

          	 	
            50%

          
	
            Kayla Grubbs

          	 	
            50%

          	 	
            50%