EXHIBIT 10 (h)
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (this "Agreement") is made on this 26TH day
of JUNE, 1997 by and between ARM Financial Group, Inc. ("ARM"), a Delaware
corporation, and SBM Certificate Company (the "Company"), a Minnesota
corporation that is registered as a face amount certificate company under the
Investment Company of 1940.
It is understood and agreed between the parties that the Company has
acquired a directors and officers errors and omissions liability policy (the
"Policy") covering the directors and officers of the Company, and of ARM and
certain of its subsidiaries with respect to their activities on behalf of the
Company. The Policy, to be issued by National Union Fire Insurance Company, is
to have a limit of $10,000,000.00 per claim and in the aggregate, a premium of
$160,000.00, a deductible of $1,000,000.00 corporate coverage, and a term of one
year from the date the application for the Policy was submitted to the Company.
In consideration of the Company promising to keep the Policy in full force and
in effect, to provide notice to ARM in the event that the terms of the Policy
change in any way, and other good and valuable consideration, ARM hereby agrees
to indemnify and hold harmless the Company to the extent that the Company fails
to pay or is unable to pay the $1,000,000.00 corporate coverage deductible.
Nothing in this Agreement shall be deemed to create any rights in any
person or entity that is not a party to this Agreement. This Agreement
constitutes the entire understanding and agreement between the parties,
supersedes any and all prior understandings and agreements pertaining to the
subject of this Agreement, and may not be amended, modified or supplemented in
any way except by subsequent written agreement signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this agreement on and
as of the day and year first above written.
ARM FINANCIAL GROUP, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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Co-Chief Executive Officer
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇
Co-Chief Executive Officer
SBM CERTIFICATE COMPANY
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Chairman of the Board and President
