TABLE OF CONTENTSStockholders' Agreement • May 23rd, 1997 • Arm Financial Group Inc • Life insurance • New York
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (212 Certificate Company)Asset Purchase Agreement • August 23rd, 1999 • Arm Financial Group Inc • Life insurance • New York
RECITALSAdministrative Services Agreement • March 31st, 1998 • Arm Financial Group Inc • Life insurance • New York
WITNESSETHAssignment and Assumption Agreement • October 23rd, 1996 • Arm Financial Group Inc • Fire, marine & casualty insurance • Kentucky
BANK ONE, KENTUCKY, N.A. STANDARD CUSTODY AGREEMENT BANK ONE, KENTUCKY, N.A. STANDARD CUSTODY AGREEMENTCustody Agreement • August 23rd, 1999 • Arm Financial Group Inc • Life insurance • Kentucky
Exhibit 10.2 Settlement Agreement This Settlement Agreement, dated as of December 1, 1999 (this "Agreement"), is among GenAmerica Corporation, a Missouri corporation ("GenAm"), General American Life Insurance Company, a stock insurance company...Settlement Agreement • December 20th, 1999 • Arm Financial Group Inc • Life insurance • New York
INVESTMENT MANAGEMENT AGREEMENT This INVESTMENT MANAGEMENT AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, this "AGREEMENT"), dated as of the 15th day of September, 1998, is made by and among 212 CERTIFICATE...Investment Management Agreement • August 23rd, 1999 • Arm Financial Group Inc • Life insurance • New York
FORM OF UNDERWRITING AGREEMENTArm Financial Group Inc • April 22nd, 1998 • Life insurance • New York
INTERNATIONAL SWAP DEALERS ASSOCIATION, INC. MASTER AGREEMENTMaster Agreement • August 23rd, 1999 • Arm Financial Group Inc • Life insurance • Illinois
ARTICLE I DEFINITIONSSubscription Agreement • October 23rd, 1996 • Arm Financial Group Inc • Fire, marine & casualty insurance • New York
TERMINATION AGREEMENTTermination Agreement • November 19th, 1999 • Arm Financial Group Inc • Life insurance • New York
EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 1998 • Arm Financial Group Inc • Life insurance • New York
AGENCY AGREEMENTAgency Agreement • August 23rd, 1999 • Arm Financial Group Inc • Life insurance • New York
Exhibit 10.34 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 1st day of March, 1999 (the "Effective Date"), by and between ARM FINANCIAL GROUP, INC., a Delaware corporation with its principal place...Employment Agreement • March 19th, 1999 • Arm Financial Group Inc • Life insurance • Kentucky
Exhibit 10.31 Note: Portions of this Exhibit have been omitted pursuant to a request for confidential treatment filed with the SEC under Rule 406. The omitted material has been fiiled separately with the SEC. The location of the omitted confidential...Trust Agreement • May 7th, 1997 • Arm Financial Group Inc • Life insurance • Ohio
Exhibit 10.15 AMENDMENT dated as of October 30, 1998 (this "Amendment"), to the Credit Agreement dated as of June 24, 1997, as amended by the Release and Amendment dated as of December 15, 1997, the Amendment dated as of April 20, 1998 and the...Arm Financial Group Inc • March 19th, 1999 • Life insurance • New York
INDEMNITY AGREEMENT INDEMNITY AGREEMENT, dated as of November 25, 1997 (the "Indemnity Agreement"), by and between BRAVO Trust Series 1997-1, a Delaware business trust having its principal office c/o The Bank of New York, 101 Barclay Street, New York,...Indemnity Agreement • August 23rd, 1999 • Arm Financial Group Inc • Life insurance • New York
AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 23rd, 1999 • Arm Financial Group Inc • Life insurance • Illinois
amongPurchase Agreement • December 20th, 1999 • Arm Financial Group Inc • Life insurance • Delaware
AGREEMENT dated as of December 4th, 1997 (the "AGREEMENT"), between ARM FINANCIAL GROUP, INC., a Delaware corporation (the "COMPANY"), and John R. McGeeney (the "EXECUTIVE"). WHEREAS, the Executive is currently employed by the Company in various...Agreement • March 31st, 1998 • Arm Financial Group Inc • Life insurance • New York
AGREEMENT dated as of December 4th, 1997 (the "AGREEMENT"), between ARM FINANCIAL GROUP, INC., a Delaware corporation (the "COMPANY"), and Daniel R. Gattis (the "EXECUTIVE"). WHEREAS, the Executive is currently employed by the Company in various...Agreement • March 31st, 1998 • Arm Financial Group Inc • Life insurance • New York
CONTROL AGREEMENTControl Agreement • August 23rd, 1999 • Arm Financial Group Inc • Life insurance • Kentucky
FORBEARANCE AGREEMENT This Forbearance Agreement ("FORBEARANCE AGREEMENT") is entered into as of August 11, 1999 by and among 312 CERTIFICATE COMPANY, a bankruptcy-remote Delaware corporation (the "ISSUER"), INTEGRITY CAPITAL ADVISORS, INC., a...Forbearance Agreement • November 19th, 1999 • Arm Financial Group Inc • Life insurance • Illinois
500,000,000 INSTALLMENT FACE-AMOUNT CERTIFICATE AGREEMENT This is an INSTALLMENT FACE-AMOUNT CERTIFICATE AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, this "AGREEMENT") in the principal amount of...Arm Financial Group Inc • August 23rd, 1999 • Life insurance • New York
Exhibit 10.36 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 1st day of March, 1999 (the "Effective Date"), by and between ARM FINANCIAL GROUP, INC., a Delaware corporation with its principal place...Employment Agreement • March 19th, 1999 • Arm Financial Group Inc • Life insurance • Kentucky
TERM LOAN AGREEMENTTerm Loan Agreement • August 23rd, 1999 • Arm Financial Group Inc • Life insurance • Missouri
DEPOSITARY] ANDDeposit Agreement • June 15th, 1998 • Arm Financial Group Inc • Life insurance • New York
AMONGReimbursement Agreement • August 23rd, 1999 • Arm Financial Group Inc • Life insurance • Illinois
LOGO] INTEGRITY LIFE INSURANCE COMPANY WORTHINGTON, OHIO PRINCIPAL EXECUTIVE OFFICE: 515 West Market Street, 8th Floor Louisville, KY 40202 Integrity Life Insurance Company, in consideration of the Contribution specified herein, agrees to make the...Arm Financial Group Inc • August 23rd, 1999 • Life insurance • Ohio
5,750,000 SharesUnderwriting Agreement • June 10th, 1997 • Arm Financial Group Inc • Life insurance • New York
EMPLOYMENT AGREEMENT dated as of July 1, 1996 (the "Agreement"), between ARM FINANCIAL GROUP, INC., a Delaware corporation (the "Company"), and John R. Lindholm (the "Executive"). WHEREAS, the Company desires to employ the Executive and to enter into...Employment Agreement • October 23rd, 1996 • Arm Financial Group Inc • Fire, marine & casualty insurance • New York
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • August 23rd, 1999 • Arm Financial Group Inc • Life insurance • New York
EXHIBIT 10.16 AMENDMENT dated as of January 6, 1999 (this "Amendment"), to the Credit Agreement dated as of June 24, 1997, as amended by the Release and Amendment dated as of December 15, 1997, the Amendment dated as of April 20, 1998, the Amendment...Credit Agreement • March 19th, 1999 • Arm Financial Group Inc • Life insurance • New York
AMENDMENT NO. 1 TO FACE AMOUNT CERTIFICATE AGREEMENTInvestment Management Agreement • August 23rd, 1999 • Arm Financial Group Inc • Life insurance • Illinois
AMENDMENT #1 TO ENGAGEMENT AGREEMENTEngagement Agreement • May 7th, 1997 • Arm Financial Group Inc • Life insurance
