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EXHIBIT M
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is
made and entered into as of April 11, 2001, by and among FIRST SOUTHERN BANCORP,
INC., a Kentucky corporation ("FSB"), and UNITED TRUST GROUP, INC., an Illinois
corporation ("UTG").
Recitals
FSB desires to assign to UTG, as of the date of this
Assignment, all of FSB's right, title and interest in and to that certain Common
Stock Purchase Agreement, dated as of February 13, 2001, by and among FSB, Xxxxx
X. Xxxxxxxx and the other individuals and entities identified on Schedule I
thereto (the "Purchase Agreement"), relating to the purchase by FSB of shares of
common stock of UTG and First Commonwealth Corporation (the "Shares"), in
exchange for UTG assuming the obligations of FSB thereunder, including the
obligation to purchase the Shares.
NOW THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties agree as follows:
1. ASSIGNMENT. Effective on the date of this Assignment, FSB hereby
transfers and assigns to UTG all of FSB's right, title and interest in and to
the Purchase Agreement, including without limitation FSB's right to purchase the
Shares thereunder.
2. ASSUMPTION BY UTG. UTG hereby agrees to pay, perform and discharge
all of the obligations of FSB with respect to the Purchase Agreement, including
without limitation FSB's obligation to purchase the Shares and pay the purchase
price therefor, including the issuance of the Notes (as defined in the Purchase
Agreement).
3. CONSENT TO ASSIGNMENT. FSB, UTG and each of them shall, after the
date hereof, each use their best efforts to obtain any and all consents not
obtained before the date hereof relative to the transactions contemplated by
this Assignment.
4. INDEMNIFICATION. UTG hereby indemnifies, defends and holds FSB
harmless from and against all claims relating to the Purchase Agreement arising
out of actions or events which occur after the date of this Assignment.
5. FURTHER ASSURANCES. FSB agrees to execute and deliver from and
after the date of this Assignment, upon reasonable request of UTG, all
agreements or instruments reasonably required by UTG for the purpose of
confirming the transactions contemplated by this Assignment.
6. COUNTERPARTS. This Assignment may be executed in any number of
counterparts, all of which together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, FSB and UTG have executed this Assignment
effective as of the date first written on page 1 hereof.
FIRST SOUTHERN BANCORP, INC.
By: /S/ XXXXXXX X. XXXXXXXXX
Its: CFO
Title: __________________________________
UNITED TRUST GROUP, INC.
By: /S/ XXXXXXXX X. XXXXXX
Name: XXXXXXXX X. XXXXXX
Title: SR. VICE PRESIDENT
