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                        FIFTH AMENDMENT, WAIVER AND CONSENT dated as of
                   December 31, 1996 (this "Amendment"), to the Credit
                   Agreement dated as of November 15, 1993 (as amended, the
                   "Credit Agreement"), among ARM FINANCIAL GROUP, INC., a
                   Delaware corporation (the "Borrower"), INTEGRITY HOLDINGS,
                   INC., a Delaware corporation ("Holdings") formerly named
                   N.M. U.S. Limited, as guarantor, the financial institutions
                   listed on Schedule 2.01 to the Credit Agreement (the
                   "Lenders") and THE CHASE MANHATTAN BANK, as successor to the
                   Chase Manhattan Bank, N.A. and Chemical Bank (individually,
                   as holder of the collateral subject to the Security
                   Documents (such term and each other capitalized term used
                   but not defined in this Amendment having the meaning
                   assigned thereto in the Credit Agreement), and as managing
                   agent for the Lenders, the "Managing Agent").

         WHEREAS the Borrower and Holdings have requested that the Lenders (a)
amend certain provisions of the Credit Agreement as set forth below and (b)
grant certain waivers and consents with respect to the Credit Agreement; and

         WHEREAS the Lenders are willing, on the terms and subject to the
conditions set forth below, to effect such amendment and grant such waivers and
consents;

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto hereby agree, on
the terms and subject to the conditions set forth below, as follows:

         SECTION 1.     AMENDMENT TO CREDIT AGREEMENT.  The Borrower, Holdings
and the Lenders hereby amend Section 6.01 of the Credit Agreement by (i)
deleting the word "and" appearing at the end of clause (j) thereof and (ii)
deleting the period at the end of clause (l) thereof and substituting therefor
the following:

    ; and

              (m) Indebtedness in an aggregate principal amount at any time
    outstanding, not exceeding $12,000,000 owed to reinsurers the proceeds of
    which are used to finance the payment of commissions to

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    agents that sell insurance products on behalf of the Borrower's
    Subsidiaries.

         SECTION 2.  CONSENT AND WAIVER.  (a)  Holdings hereby consents to the
provisions of this Amendment, reaffirms its guarantee under Article VIII of the
Credit Agreement and reaffirms its grant of security interests under the Loan
Documents to which it is a party.

         (b)  The Lenders hereby waive compliance by the Borrower with, and any
Default or Event of Default arising under, any provisions of the Credit
Agreement to be amended pursuant to Section l above (as in effect immediately
before giving effect to such amendment), to the extent, but only to the extent,
that failure to comply with such provisions (as in effect immediately before
giving effect to such amendment) would not constitute a Default or an Event of
Default under the Credit Agreement (as in effect immediately after giving effect
to such amendment).

         SECTION 3.  REPRESENTATIONS AND WARRANTIES.  Each of the Borrower and
Holdings represents and warrants, jointly and severally, to each of the Lenders
as of the date hereof that:

         (a)  The Borrower and each of the Subsidiaries (i) is a corporation or
    limited partnership duly organized, validly existing and in good standing
    under the laws of the jurisdiction of its organization, (ii) has all
    requisite power and authority to own its property and assets and to carry
    on its business as now conducted and as proposed to be conducted, (iii) is
    qualified to do business in every jurisdiction where such qualification is 
    required, except where the failure so to qualify would not result in a 
    Material Adverse Effect, and (iv) has the corporate power and authority 
    to execute, deliver and perform its obligations under each of the Loan 
    Documents and each other agreement or instrument contemplated thereby to 
    which it is or will be a party.

         (b)  This Amendment (i) has been duly authorized by all requisite
    corporate and, if required, stockholder action and (ii) will not (A)
    violate (I) any provision of law, statute, rule or regulation applicable to
    the Borrower or any Subsidiary, or of the certificate or articles of
    incorporation or other constitutive documents or by-laws of the Borrower or

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    any Subsidiary, or (II) any provision of any indenture, agreement or other
    instrument to which the Borrower or any Subsidiary is a party or by which
    any of them or any of their property is or may be bound, (B) be in conflict
    with, result in a breach of or constitute (alone or with notice or lapse of
    time or both) a default under any such indenture, agreement or other
    instrument or (C) result in the creation or imposition of any Lien upon or
    with respect to any property or assets now owned or hereafter acquired by
    the Borrower or any Subsidiary, other than the Liens created by the
    Security Documents.

         (c)  This Amendment has been duly executed and delivered by the
    Borrower and Holdings and constitutes a legal, valid and binding obligation
    of the Borrower or Holdings, as applicable, enforceable against the
    Borrower or Holdings, as applicable, in accordance with its terms, except
    as enforceability may be limited by applicable bankruptcy, insolvency,
    reorganization, moratorium or similar laws affecting the enforcement of
    creditors' rights generally and by general equity principles (whether 
    enforcement is sought by proceedings in equity or at law).

         (d)  No action, consent or approval of, registration or filing with 
    or any other action by any Governmental Authority is or will be required in
    order to consummate this Amendment, except (i) such as have been made or 
    obtained and are in full force and effect and (ii) any approvals that may 
    be required by any Applicable Insurance Regulatory Authority in 
    connection with the exercise of rights or remedies with respect to any of 
    the Collateral (as defined in the Pledge Agreement) pledged by the 
    Borrower or Holdings pursuant to the Pledge Agreement.

The representations and warranties contained in this Section 3 shall survive 
the termination of this Amendment Agreement (it being understood that no 
representation and warranty contained herein shall have been deemed to have 
been made on or as of any date other than the date first above written).

         SECTION 4.  LOAN DOCUMENTS.  This Amendment shall, for purposes of 
paragraph (a) of Article VII and Section 10.05 of the Credit Agreement, be 
deemed to be a Loan Document.

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         SECTION 5.  EFFECTIVENESS.  This Amendment shall become effective as
of the date hereof when Chemical Bank, as a Managing Agent, shall have received
copies hereof that, when taken together, bear the signatures of the Borrower,
Holdings and each of the Required Lenders.

         SECTION 6.  NOTICES.  All notices hereunder shall be given in
accordance with the provisions of Section 10.01 of the Credit Agreement.

         SECTION 7.  APPLICABLE LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 8.  NO NOVATION.  Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of or otherwise affect the rights and remedies of any party under the
Credit Agreement, nor alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.  This Amendment shall apply and be effective
only with respect to the provisions of the Credit Agreement specifically
referred to herein.

         SECTION 9.  COUNTERPARTS.  This Amendment may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one contract.  Delivery of an executed
counterpart of a signature page of this Amendment by facsimile transmission
shall be as effective as delivery of a manually executed counterpart of this
Amendment.

         SECTION 10.  HEADINGS.  Section headings used herein are for
convenience of reference only, are not part
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of this Amendment and are not to affect the construction of, or to be taken into
consideration in interpreting, this Amendment.

         IN WITNESS WHEREOF, the Borrower, Holdings and the Lenders have caused
this Amendment to be duly executed by their duly authorized officers, all as of
the date and year first above written.


                                            ARM FINANCIAL GROUP, INC.,

                                               by: /s/ Peter S. Resnik
                                                 ----------------------------
                                                 Name:  Peter S. Resnik
                                                 Title: Treasurer

                                            INTEGRITY HOLDINGS, INC., as 
                                            Guarantor


                                               by: /s/ Peter S. Resnik
                                                 ----------------------------
                                                 Name:  Peter S. Resnik
                                                 Title: Treasurer



                                            THE CHASE MANHATTAN BANK,
                                            individually, and as the
                                            Managing Agent and as
                                            Representative of the Secured
                                            Parties,

                                               by
                                                  ----------------------------
                                                 Name:
                                                 Title:

                                            FIRST BANK NATIONAL
                                            ASSOCIATION,

                                               by
                                                  ----------------------------
                                                 Name:
                                                 Title:


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                                            THE FIRST NATIONAL BANK OF CHICAGO,
                                               by
                                                  ----------------------------
                                                 Name:
                                                 Title:


                                            FIRST UNION NATIONAL BANK OF NORTH
                                            CAROLINA,
                                               by
                                                  ----------------------------
                                                 Name:
                                                 Title:


                                            FLEET NATIONAL BANK,

                                               by
                                                  ----------------------------
                                                 Name:
                                                 Title: