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

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

                                                              March 20, 1998

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

Dear Xxxx:

     This letter amendment (this "AMENDMENT") sets forth our mutual
understanding concerning an amendment to your Employment Agreement with
ARM Financial Group, Inc. (the "COMPANY") dated as of July 1, 1996, as
amended December 4, 1997 (the "EMPLOYMENT AGREEMENT").

          1.  Section 5.1.1 is hereby amended by deleting the words "the
     penultimate sentence of this Section 5.1.1 and" in the first line of
     Section 5.1.1.

          2.  Section 5.1.1 is hereby further amended by deleting the
     penultimate sentence in such Section 5.1.1.

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

          4.  Except as modified hereby, the Employment 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/ Xxxx X. Xxxxxxxx
---------------------
     Xxxx X. Xxxxxxxx