ARM FINANCIAL GROUP, INC. 515 WEST MARKET STREET LOUISVILLE, KENTUCKY 40202 March 20, 1998 Mr. Dennis L. Carr ARM Financial Group, Inc. 515 West Market Street Louisville, Kentucky 40202 Dear Dennis: This letter amendment (this "AMENDMENT") sets forth...

                           ARM FINANCIAL GROUP, INC.
                            000 XXXX XXXXXX XXXXXX
                          XXXXXXXXXX, XXXXXXXX 00000

                                                              March 20, 1998

Xx. Xxxxxx X. Xxxx
ARM Financial Group, Inc.
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000

Dear Xxxxxx:

     This letter amendment (this "AMENDMENT") sets forth our mutual
understanding concerning an amendment to your Change in Control Agreement
with ARM Financial Group, Inc. dated as of December 4, 1997 (the "CHANGE IN
CONTROL AGREEMENT").

          1.  Section 6.7 of the Change in Control Agreement is hereby
     amended by deleting the words "June 30, 1998" and inserting the words
     "December 31, 1998".

          2.  This Amendment shall be governed in accordance with the laws of
     the State of New York.

          3.  Except as modified hereby, the Change in Control Agreement
     remains in full force and effect.





                                      2

     Please evidence your agreement with this Amendment by executing the
acknowledgment set forth below.

                                                  ARM FINANCIAL GROUP, INC.

                                                  /s/ Xxxxxx X. Xxxx
                                                  -------------------------
                                                  Name:
                                                  Title:

ACKNOWLEDGED AND
AGREED AS OF THE DATE
FIRST ABOVE WRITTEN

 /s/ Xxxxxx X. Xxxx
---------------------
     Xxxxxx X. Xxxx