0001193125-13-450354 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 22nd, 2013 • Fidelity & Guaranty Life • Life insurance • Maryland

THIS AGREEMENT (the “Agreement”) is made by and between Fidelity & Guaranty Life Business Services, Inc., a Delaware corporation with an address at 1001 Fleet Street, Baltimore, Maryland (“F&G”), and Wendy J.B. Young, an individual with a residence at 3300 Grayling Drive, Mt. Airy, MD 21771 (“Executive”), as of November 14, 2013.

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Dividend Equivalent Agreement
Dividend Equivalent Agreement • November 22nd, 2013 • Fidelity & Guaranty Life • Life insurance • Delaware

This Dividend Equivalent Agreement (the “Agreement”), dated as of November 2, 2011, between Fidelity & Guaranty Life Holdings, Inc., a Delaware corporation, and the Employee whose name appears on the signature page hereof, is being entered into pursuant to the Fidelity & Guaranty Life Holdings, Inc. Dividend Equivalent Plan.

Employee Stock Option Agreement
Employee Stock Option Agreement • November 22nd, 2013 • Fidelity & Guaranty Life • Life insurance • Delaware

This Employee Stock Option Agreement (the “Agreement”), dated as of November 2, 2011, between Fidelity & Guaranty Life Holdings, Inc., a Delaware corporation, and the Employee whose name appears on the signature page hereof, is being entered into pursuant to the Fidelity & Guaranty Life Holdings, Inc. Stock Incentive Plan.

THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION:...
Automatic Reinsurance Agreement • November 22nd, 2013 • Fidelity & Guaranty Life • Life insurance • Maryland

THIS AMENDMENT NO. 2 (this “Amendment No. 2”) is made and entered into as of this 6th day of April, 2011, and amends and is made a part of the Automatic Reinsurance Agreement, originally effective December 31, 2007 (as amended, the “Reinsurance Agreement”), between OM Financial Life Insurance Company, a Maryland insurance company (the “Ceding Company”), and Wilton Reassurance Company, a Minnesota insurance company (the “Reinsurer”).

Amendment to Employee Stock Option Agreement
Employee Stock Option Agreement • November 22nd, 2013 • Fidelity & Guaranty Life • Life insurance • Delaware

This Amendment to the Employee Stock Option Agreement (this “Amendment”), dated as of March 21, 2013, is entered into between Fidelity & Guaranty Life Holdings, Inc. (the “Company”) and Leland C. Launer (the “Employee”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Fidelty & Guaranty Life Holdings, Inc. Stock Incentive Plan (the “Plan”).

Fidelity & Guaranty Life Holdings, Inc. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • November 22nd, 2013 • Fidelity & Guaranty Life • Life insurance • Delaware

This RESTRICTED STOCK AGREEMENT, dated as of December 31, 2012 (the “Grant Date”) (this “Agreement”) is entered into by and between Fidelity & Guaranty Life Holdings, Inc., a Delaware corporation (the “Company”) and Leland C. Launer, Jr. (the “Employee”).

THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION:...
Automatic Reinsurance Agreement • November 22nd, 2013 • Fidelity & Guaranty Life • Life insurance • Maryland

The Guidelines are the same as those attached as schedule IV to the reinsurance agreement, dated as of April 7, 2011, by and between the Ceding Company as the ceding company thereunder and Raven Reinsurance Company, a Vermont special purpose financial captive insurance company and wholly-owned subsidiary of the Ceding Company, as the reinsurer thereunder. The Ceding Company shall not consent to any amendment to the Guidelines without the prior consent of the Reinsurer (which shall not be unreasonably withheld).

Amendment to Restricted Stock Agreement
Restricted Stock Agreement • November 22nd, 2013 • Fidelity & Guaranty Life • Life insurance • Delaware

This Amendment to the Restricted Stock Agreement (this “Amendment”), dated as of March 21, 2013, is entered into between Fidelity & Guaranty Life Holdings, Inc. (the “Company”) and Leland C. Launer (the “Employee”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Fidelty & Guaranty Life Holdings, Inc. Stock Incentive Plan (the “Plan”).

October 30. 2013 Fidelity & Guaranty Life Business Services. Inc.
Employment Agreement • November 22nd, 2013 • Fidelity & Guaranty Life • Life insurance
Employee 2012 Stock Option Agreement
Employee 2012 Stock Option Agreement • November 22nd, 2013 • Fidelity & Guaranty Life • Life insurance • Delaware

This Employee Stock Option Agreement (the “Agreement”), dated as of December 31, 2012, between Fidelity & Guaranty Life Holdings, Inc., a Delaware corporation, and the Employee whose name appears on the signature page hereof, is being entered into pursuant to the Fidelity & Guaranty Life Holdings, Inc. Stock Incentive Plan.

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