0001193125-13-460221 Sample Contracts

—] Shares Fidelity & Guaranty Life Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 3rd, 2013 • Fidelity & Guaranty Life • Life insurance • New York
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Amendment No. 1 to the Restricted Stock Agreement
Restricted Stock Agreement • December 3rd, 2013 • Fidelity & Guaranty Life • Life insurance

THIS AMENDMENT NO.1 to the Restricted Stock Agreement (the “Agreement”), dated as of December 31, 2012, between Fidelity & Guaranty Life Holdings, Inc., a Delaware corporation and the Employee (as defined in the Agreement) is effective as of .

Amendment No. 2 to the Restricted Stock Agreement
Restricted Stock Agreement • December 3rd, 2013 • Fidelity & Guaranty Life • Life insurance

THIS AMENDMENT NO.2 to the Restricted Stock Agreement (the “Agreement”), dated as of December 31, 2012 and subsequently amended as of March 21, 2013, between Fidelity & Guaranty Life Holdings, Inc., a Delaware corporation and Leland C. Launer, Jr. is effective as of .

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