UTG INC

8.1 Amendment, Modification, and Termination of Plan. - At any time and from time to time, the Board may amend, modify, alter, suspend, discontinue or terminate the Plan, in whole or in part, without Shareholder approval; provided, however, that (a) to the extent necessary and desirable to comply with any Applicable Law, regulation, or stock exchange rule, the Company shall obtain Shareholder Approval of any Plan amendment in such a manner and to such a degree as required, and (b) Shareholder approval is required for any amendment to the Plan that (i) increases the number of Shares available under the Plan (other than any automatic increase as provided by Section 4.1, any adjustment as provided by Section 4.3) or the number of Shares available for issuance as ISOs, or (ii) permits the applicable Governing Committee to grant Options with an Exercise Price that is below Fair Market Value on the date of grant, or (iii) permits the applicable Governing Committee to extend the exercise period for an Option beyond ten (10) years from the date of grant, or (iv) results in a material increase in benefits or a change in eligibility requirements, or (v) changes the granting corporation or (vi) changes the type of Share.

8.2 Amendment of Awards. - Subject to Section 4.3 and Section 8.1, at any time and from time to time, the applicable Governing Committee may amend the terms of any one or more outstanding Awards, provided that the Award as amended is consistent with the terms of the Plan or if necessary or advisable for the purpose of conforming the Plan or an Award Agreement to any present or future law relating to plans of this or similar nature (including, without limitation, Code Section 409A), and to the administrative regulations and rulings promulgated thereunder.

8.3 Repricing and Backdating Prohibited. - Notwithstanding anything in this Plan to the contrary, except as provided under Section 4.3 and Section 8.2, neither the applicable Governing Committee nor any other person may (i) amend the terms of outstanding Options to reduce the exercise or grant price of such outstanding Options; (ii) cancel outstanding Options in exchange for Options with an exercise or grant price that is less than the exercise price of the original Options; or (iii) cancel outstanding Options with an exercise or grant price above the current Share price in exchange for cash or other securities. In addition, the applicable Governing Committee may not make a grant of an Option with a Grant Date that is effective prior to the date the applicable Governing Committee takes action to approve such Award.