Contract

by Utg Inc
July 1st, 2005
                                                                     Exhibit 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                                   UTG, INC.

     1. Name. The name of the corporation is UTG, Inc.  (hereinafter the or this
"Corporation").

     2.  Registered  Office;  Registered  Agent.  The  registered  office of the
Corporation in the State of Delaware is 2711  Centerville  Road,  Suite 400, New
Castle County,  Wilmington,  Delaware  19808.  The Registered  Agent at the same
address is Corporation Service Company.

     3. Purpose.  The purpose of the  Corporation is to engage in any lawful act
or activity for which a corporation may be organized under the Delaware  General
Corporation Law.

     4. Capital Stock.

          A. Classes of Stock.  The  Corporation  is authorized to issue two (2)
     classes of stock  designated,  respectively,  "Common  Stock" (the  "Common
     Stock") and "Preferred Stock" (the "Preferred Stock").  The total number of
     shares which the  Corporation  is  authorized to issue is Seven Million One
     Hundred  Fifty  Thousand  (7,150,000),  each with a par value of $0.001 per
     share, of which Seven Million  (7,000,000) shares shall be Common Stock and
     One Hundred Fifty Thousand (150,000) shares shall be Preferred Stock.

     The following is a statement of the designations and the powers, privileges
and rights,  and the  qualifications,  limitations  or  restrictions  thereof in
respect of each class of capital stock of the Corporation.

          B. Common Stock.  The holders of the Common Stock shall be entitled to
     receive such  dividends as the Board of Directors  may declare from time to
     time,  provided that any and all preferred dividends on the Preferred Stock
     for the then current  quarter have been  theretofore set aside or paid, and
     all prior  quarterly  dividends  on the  Preferred  Stock have been paid in
     full.  Upon the liquidation of the  Corporation,  the holders of the Common
     Stock shall  receive,  share and share alike,  all of the net assets of the
     Corporation  remaining  after the  payment  of the  liquidation  preference
     payable with respect to the Preferred  Stock. The Common Stock shall not be
     subject to redemption or retirement.  Each holder of the Common Stock shall
     be entitled  to one vote for each share of such stock  standing in his name
     on the books of the Corporation.  The holders of the Common Stock shall not
     have cumulative voting rights in the election of directors.

          C. Preferred Stock.

               [1] Rank. The Preferred Stock is senior to the Common Stock,  and
          the Common  Stock is subject  to the  rights  and  preferences  of the
          Preferred Stock as hereinafter set forth.

               [2] Series.  The Preferred  Stock may be issued from time to time
          in one or more series in any manner  permitted  by law, as  determined
          from  time  to  time by the  Board  of  Directors  and  stated  in the
          resolution  or  resolutions  providing  for the issuance of such stock
          adopted by the Board of Directors  pursuant to authority hereby vested
          in it,  each  series  to be  appropriately  designated,  prior  to the
          issuance  of any  shares  thereof,  by some  distinguishing  letter or
          number. All shares of each series of Preferred Stock shall be alike in
          every  particular  (except as to the dates from which  dividends shall
          commence to accrue).  All shares of Preferred  Stock shall be of equal
          rank and have the same powers,  preferences  and rights,  and shall be
          subject to the same  qualifications,  limitations,  and  restrictions,
          without  distinction  between the shares of different  series thereof,
          except  only in  regard  to the  following  particulars,  which may be
          different in different series:

                    [a] dates  from  which  such  dividends  shall  commence  to
               accrue;

                    [b] the amount or amounts  payable upon  redemption  thereof
               and the manner in which the same may be redeemed;

                    [c] the amount or amounts  payable to holders  thereof  upon
               any voluntary or involuntary liquidation, dissolution, or winding
               up of the Corporation;

                    [d] the provisions  relative to a sinking fund, if any, with
               respect thereto;

                    [e] terms and rates of  conversion or exchange  thereof,  if
               convertible or exchangeable; and

                    [f] the provisions as to voting rights, if any;

               provided  that if the stated  dividends  and  amounts  payable on
               liquidation are not paid in full, the shares of all series of the
               Preferred  Stock shall share  ratably in the payment of dividends
               including accumulation, if any, in accordance with the sums which
               would be payable on such shares if all  dividends  were  declared
               and paid in full, and in any distribution of assets other than by
               way of  dividends  in  accordance  with the sums  which  would be
               payable on such  distribution if all sums payable were discharged
               in full.

                    The designation of each particular series of Preferred Stock
               and its terms in respect of the  foregoing  particulars  shall be
               fixed and  determined  by the Board of  Directors  in any  manner
               permitted  by law and  stated in the  resolution  or  resolutions
               providing  for the issuance of such stock adopted by the Board of
               Directors  pursuant to authority  hereby vested in it, before any
               shares of such series are issued,  and shall be set forth in full
               or  summarized  on the stock  certificates  for such series.  The
               Board of Directors  may from time to time  increase the number of
               shares of any  series  of  Preferred  Stock  already  created  by
               providing  that any  unissued  shares of  Preferred  Stock  shall
               constitute  part of such series,  or may decrease  (but not below
               the  number of shares  thereof  then  outstanding)  the number of
               shares of any  series  of  Preferred  Stock  already  created  by
               providing that any unissued  shares  previously  assigned to such
               series  shall no longer  constitute  part  thereof.  The Board of
               Directors  is hereby  empowered  to  classify or  reclassify  any
               unissued  Preferred Stock by fixing or altering the terms thereof
               in respect of the  above-mentioned  particulars  and by assigning
               the same to an existing or newly created series from time to time
               before the issuance of such stock.

          [3] Dividends.  The holders of Preferred Stock of each series shall be
     entitled to receive,  out of any funds  legally  available for the purpose,
     when and as declared by the Board of Directors,  cash dividends  thereon at
     such  rate per  annum as shall  be  fixed  by  resolution  of the  Board of
     Directors for such series,  and no more, payable as determined by the Board
     of Directors in the resolution  creating such series.  Such dividends shall
     be cumulative or non-cumulative, as determined by the Board of Directors in
     fixing the rights and preferences of such series,  and if cumulative  shall
     be deemed to accrue from day to day  regardless of whether or not earned or
     declared,  and shall  commence  to accrue  with  respect  to each  share of
     Preferred  Stock  from  such  date or dates as may be fixed by the Board of
     Directors prior to the issue thereof.

          In no event, so long as any Preferred Stock shall remain  outstanding,
     shall any dividend  whatsoever  (other than a dividend payable in shares of
     stock ranking junior to the Preferred Stock as to the dividends and assets)
     be declared or paid upon, nor shall any  distribution be made or ordered in
     respect of, the Common  Stock or any class of stock  ranking  junior to the
     Preferred Stock as to dividends or assets, nor shall any moneys (other than
     the net  proceeds  received  from the sale of stock  ranking  junior to the
     Preferred  Stock as to dividends and assets) be set aside for or applied to
     the purchase or redemption  (through a sinking fund or otherwise) of shares
     of  Common  Stock or of any  other  class of stock  ranking  junior  to the
     Preferred Stock as to dividends or assets, unless

               [a] all dividends on the  Preferred  Stock of all series for past
          dividend  periods  shall have been paid and the full  dividend  on all
          outstanding  shares  of  Preferred  Stock of all  series  for the then
          current dividend period shall have been paid or declared and set apart
          for payment; and

               [b] the  Corporation  shall have set aside all  amounts,  if any,
          theretofore required to be set aside as and for sinking funds, if any,
          for the Preferred  Stock of all series for the then current year,  and
          all  defaults,  if any,  in  complying  with  any  such  sinking  fund
          requirements in respect of previous years shall have been made good.

          [4]  Redemption.  The  Corporation,  at the  option  of the  Board  of
     Directors,  may at any time  redeem  the  whole,  or from  time to time may
     redeem any part of any series of Preferred Stock by paying therefor in cash
     the amount which shall have been  determined by the Board of Directors,  in
     the resolution or resolutions  authorizing such series,  to be payable upon
     the  redemption of such shares at such time.  Redemption may be made of the
     whole or any part of the outstanding  shares of any one or more series,  in
     the discretion of the Board of Directors;  if the redemption be a part of a
     series,  the shares to be  redeemed  may be  selected by lot, or all of the
     shares of such  series may be redeemed  pro rate,  in such manner as may be
     prescribed by resolutions of the Board of Directors.

          Subject  to  the  foregoing  provisions  and  to  any  qualifications,
     limitations,  or  restrictions  applicable  to  any  particular  series  of
     Preferred  Stock  which  may be  stated in the  resolution  or  resolutions
     providing  for the  issuance of such series,  the Board of Directors  shall
     have  authority  to  prescribe  from  time to time the  manner in which any
     series of Preferred Stock shall be redeemed.

          [5] Liquidation.  Upon any  liquidation,  dissolution or winding up of
     the Corporation,  whether voluntary or involuntary,  the Preferred Stock of
     each series shall be entitled, before any distribution shall be made to the
     Common Stock or to any other class of stock junior to the  Preferred  Stock
     as to  dividends  or  assets  to be paid the full  preferential  amount  or
     amounts fixed the Board of Directors for such series as herein  authorized,
     but the  Preferred  Stock shall not be entitled to any further  payment and
     any remaining net assets shall be distributed ratably to the holders of the
     outstanding Common Stock. If upon such liquidation,  dissolution or winding
     up of the Corporation,  whether voluntary or involuntary, the net assets of
     the Corporation  shall be insufficient to permit the payment to the holders
     of all  outstanding  shares of  Preferred  Stock of all  series of the full
     preferential  amounts to which  they are  respectively  entitled,  then the
     entire net assets of the  Corporation  shall be distributed  ratably to the
     holders of all  outstanding  shares of Preferred Stock in proportion to the
     full  preferential  amount to which each such share is entitled.  Neither a
     consolidation  nor a merger of the Corporation with or into any corporation
     or corporations nor the sale of all or  substantially  all of the assets of
     the Corporation shall be deemed to be a liquidation, dissolution or winding
     up within the meaning of this clause.

          [6] Voting. The holders of the Preferred Stock of each series shall be
     entitled to such voting rights,  if any, as shall be fixed by resolution of
     the Board of  Directors  in  creating  such  series.  If so provided in the
     resolution  creating  any  series of  Preferred  Stock,  the shares of such
     series may be nonvoting.

          [7] Conversion or Exchange.  Any series of Preferred Stock may be made
     convertible  into, or exchangeable  for, at the option of either the holder
     or the  Corporation or upon the happening of a specified  event,  shares of
     any other  class or  classes  or any other  series of the same or any other
     class or classes of stock of the Corporation, at such price or prices or at
     such rate or rates of exchange and with such adjustments as shall be stated
     in the resolution or  resolutions  providing for the issuance of such stock
     adopted by the Board of Directors.

               D. No Preemptive Rights. No stockholder of the Corporation shall,
          because of his ownership of stock, have a preemptive or other right to
          purchase,  subscribe  for or take any part of any stock or any part of
          the notes, debentures,  bonds, or other securities convertible into or
          carrying options or warrants to purchase stock of the Corporation. Any
          part of the capital stock and any part of the notes, debentures, bonds
          or other  securities  convertible into or carrying options or warrants
          to purchase  stock of the  Corporation  authorized  by the Articles of
          Incorporation  or any  amendment  thereto,  may at any time be issued,
          optioned for sale, and sold or disposed of by the Corporation pursuant
          to resolutions of its Board of Directors to such persons and upon such
          terms as may to such Board seem proper  without  first  offering  such
          stock or securities or any part thereof to existing stockholders.

     5.  Incorporator.  The  name  and  original  mailing  address  of the  sole
incorporator is as follows:  WTamp;C Corporate  Services,  Inc., 500 West Jefferson
Street, Suite 2800, Louisville, Kentucky 40202.

     6. Elimination of Director  Liability.  A director of the Corporation shall
not be personally  liable to the  Corporation or its  stockholders  for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any  breach  of  the  director's  duty  of  loyalty  to the  Corporation  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from which the
director  derived  an  improper  personal  benefit.   If  the  Delaware  General
Corporation Law is amended after the filing of the Certificate of  Incorporation
of  which  this  Article  6 is a part  to  authorize  corporate  action  further
eliminating or limiting the personal liability of directors,  then the liability
of a director of the  Corporation  shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
director of the Corporation existing at the time of such repeal or modification.

     7. Bylaws.  The Board of Directors of the  Corporation  is  authorized  and
empowered  from time to time in its discretion to make,  alter,  amend or repeal
the Bylaws of the Corporation, except as such power may be restricted or limited
by Delaware General Corporation Law.

     8. Election of Directors.  Directors of the Corporation need not be elected
by written ballot unless otherwise required in the Corporation's Bylaws.

     IN WITNESS WHEREOF,  this Certificate of Incorporation has been executed by
the Incorporator of UTG, Inc. as of the 1st day of April, 2005.

                                            WT&C CORPORATE SERVICES, INC.





                                            By:____/s/ Barbara G. Mangus_______

                                               Barbara G. Mangus, Vice President