ARM FINANCIAL GROUP, INC.
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December 4, 1997
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ARM Financial Group, Inc.
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Dear ▇▇▇▇▇:
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 (the "EMPLOYMENT
AGREEMENT").
1. Section 5.1.1 is hereby amended by inserting the words "the
penultimate sentence of this Section 5.1.1 and" after the word "of" in the
first line of Section 5.1.1.
2. Section 5.1.1 is hereby further amended by inserting the
following as the penultimate sentence in such Section 5.1.1:
"In the event the Executive terminates his employment hereunder
pursuant to Section 5.4(iv) or (v), the payments described in the
first sentence of this Section 5.1.1 shall be reduced by an amount
equal to the payments received by the Executive as a Sale Bonus under
the Company's Sale Bonus Plan."
3. The parenthetical contained in the second line of Section 5.4 is
amended in its entirety to read as follows: "(without the Executive's prior
written consent in the case of clauses (i), (ii) and (iii) below)".
4. Section 5.4 is further hereby amended by inserting a new
subsection (ii) to read as follows and to renumber the subsections that
follow accordingly:
"(ii) a material diminution of the authority, responsibilities or
positions of the Executive with the Company;"
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5. This Amendment shall be governed in accordance with the laws of
the State of New York.
6. Except as modified hereby, the Employment Agreement remains in
full force and effect.
Please evidence your agreement with this Amendment by executing the
acknowledgment set forth below.
ARM FINANCIAL GROUP, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name:
Title:
ACKNOWLEDGED AND
AGREED AS OF THE DATE
FIRST ABOVE WRITTEN
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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