<PAGE>


                                  AMENDMENT dated as of April 20, 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 "Credit
                        Agreement"), among ARM FINANCIAL GROUP, INC., a 
                        Delaware corporation (the "Borrower"), the financial
                        institutions from time to time party thereto (the 
                        "Lenders") and THE CHASE MANHATTAN BANK, a New York
                        banking corporation, as agent for the Lenders (in such
                        capacity, the "Agent").

                   WHEREAS the Borrowers have requested that the Lenders 
          amend certain provisions of the Credit Agreement as set forth 
          herein;

                   WHEREAS the Lenders are willing, on the terms, subject to
          the conditions and to the extent set forth below, to provide such
          amendments; and

                   WHEREAS capitalized terms used and not otherwise defined
          herein shall have the meanings assigned to them in the Credit
          Agreement.

                   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 herein, as follows:

                   SECTION 1.  Amendments to Credit Agreement.
          (a) Section 1.01 of the Credit Agreement is amended by amending and
          restating the definitions of "Change of Control" and "Subsidiary" as
          follows, and adding the following defined terms for "Designated 
          Activity", "Designated Subsidiary", "Structured Finance", "312",
          "Total Return Swaps" and "212" in proper alphabetical order:

                    A "Change of Control" shall be deemed to have occurred if
               at any time a majority of the seats (other than vacant seats) on 
               the board of directors of the Borrower shall at such time be 
               occupied by persons who were neither nominated by the management
               of the Borrower nor appointed by directors so nominated.

                    "Subsidiary" shall mean any subsidiary of the Borrower,
               except that, for purposes of clauses (f) and (g) of Article VII,
               the term Subsidiary (and any terms that include the definition 
               of Subsidiary) shall not include any Designated Subsidiary.     

                     "Designated Activity" of any Person shall mean each of 
               the following: (i) the holding of the stock of one or more 
               of Structured Finance, 312 and 212; (ii) the issuance by 



<PAGE>


               such Person (if such Person is 312 or 212) of face-amount 
               certificates in such amounts as are otherwise permitted by 
               this Agreement; (iii) the acquisition and maintenance by such 
               Person of fixed income securities with an average credit quality
               of no less than AA; (iv) the establishment of liquidity 
               facilities (with such Person as the borrower) and/or standby 
               letters of credit (with such Person as the account party) in such
               amounts as are otherwise permitted by this Agreement; (v) the 
               execution, delivery and performance of swap agreements and other 
               derivative agreements (including, without limitation, Rate 
               Protection Agreements and Total Return Swaps) with any one or 
               more of Integrity, Structured Finance, 312, 212 and any other 
               Person (except for the Borrower or any Subsidiary other than the 
               Structured Finance, 312 or 212); (vi) the securitization of 
               such face-amount certificates; (vii) the securing with such 
               securities of all Indebtedness and obligations of such Person 
               (including, without limitation, such as constitute or arise 
               from Designated Activities) which are permitted under this 
               Agreement; (viii) administrative support arrangements between 
               or among one or more of Structured Finance, 312 and 212, on the 
               one hand, and one or more of the Borrower and the Subsidiaries, 
               on the other, providing, among other things, for the lease or 
               sublease of office facilities for Structured Finance, 312 or 212 
               and/or the hiring or use of personnel employed by the Borrower; 
               (ix) all other actions and activities and circumstances by or 
               in respect of such Person which are otherwise permitted by this 
               Agreement; (x) the execution, delivery and performance of 
               agreements, documents and instruments evidencing or required by 
               the Designated Acitivities; and (xi) actions and activities 
               incidental or related to the foregoing.

                     "Designated Subsidiary" shall mean (i) ARM Structured 
               Finance Group, Inc., a direct wholly owned Subsidiary 
               ("Structured Finance"); (ii) 312 Cerfiticate Company, an
               indirect wholly owned Subsidiary ("312"); and (iii) 212 
               Certificate Company, an indirect wholly owned Subsidiary 
               ("212"), but only for so long as (A) the activities of such 
               corporations are confined to Designated Activities and (B)
               the creditors of such corporations do not have direct or 
               contingent recourse (whether pursuant to partnership law or
               by reason of any Guarantee or similar agreement or arrangement)
               to the Borrower or any Subsidiary (except for Structured 
               Finance, 312 or 212), in each case in respect of any
               indebtedness or other obligation owed to such holders by
               Structured Finance, 312 or 212 (it being understood that the
               obligations to perform, and the performance of, Designated
               Activities by the Designated Subsidiaries [the Borrower
               or the other Subsidiaries], shall not be deemed to
               constitute direct or contingent recourse).

                     "Structured Finance" shall have the meaning given such 
               term in the definition of "Designated Subsidiary".

<PAGE>


          "312" shall have the meaning given such term in the
     definition of "Designated Subsidiary".

          "Total Return Swap" shall mean, at any time, any total
     return and/or total yield swap, derivative instrument or product
     and any derivation thereof (including, without limitation, any
     option to enter into any of the foregoing and any master agreement for
     any of the foregoing) between or among any two or more of Integrity,
     Structured Finance, 312 or 212 and any other Person (except for the
     Borrower or any Subsidiary other than Structured Finance, 312, or 212)
     and/or by virtue of assignment or otherwise, the holders of the
     face-amount certificates issued by 312 or 212, in each case in order to
     Guarantee, provide cash flows or credit enhancement in support of, or
     otherwise protect, the payment of principal of, interest on, and other
     amounts in respect of, such face-amount certificates, any Indebtedness
     or other obligation of Integrity, Structured Finance, 312, 212 or any
     such holder that constitutes a Designated Activity or, in each case,
     any securitization of any of the foregoing.

          "212" shall have the meaning given such term in the definition of
     "Designated Subsidiary".

          (b)    Section 6.01 of the Credit Agreement is amended by deleting
the word "and" appearing at the end of clause (k) thereof and inserting after 
clause (l) thereof a semicolon followed by the word "and" and the following 
additional clause:

          (m)    Indebtedness of the Designated Subsidiaries (evidenced by or 
     incurred pursuant to any agreements, instruments, commitments or 
     arrangements, irrespective of their individual or aggregate face
     amount, in each case arising from or related to one or more Designated
     Activities) in an aggregate outstanding principal amount not to exceed at
     any time $1,050,000,000 plus accrued but unpaid interest thereon.

          (c)    Section 6.02 of the Credit Agreement is amended by deleting the
word "and" at the end of clause (k) thereof and inserting after clause (l) 
thereof a semicolon and the following additional clause:

                 (m)  Liens on the assets of any Designated Subsidiary.

          (d)     Section 6.04 of the Credit Agreement is amended (i) by
inserting at the end of clause (a) thereof the phrase "(other than 
the Designated Subsidiaries)" and (ii) by deleting the word "and" at the 
end of clause (d) thereof and inserting after clause (e) thereof a semicolon 
and the following additional clauses:

                  (f)  investments in (including cash capital contributions to) 
the Designated Subsidiaries in an



<PAGE>


          amount not greater in the aggregate for both such Subsidiaries than
          $1,500,000 plus any amounts contributed in satisfaction of amounts 
          that are due from but have not been paid by Integrity under the Total 
          Return Swaps;

                (g)    the Total Return Swaps; and
                (h)    investments by any Designated Subsidiaries.

           (e)  Section 6.05 of the Credit Agreement is hereby amended by 
adding the following paragraph (d) at the end of such Section:

                (d)    Notwithstanding paragraphs (a), (b) and (c) above,
            transactions by the Designated Subsidiaries shall not be subject
            to (and shall not be included in or aggregated with transactions
            effected by the Borrower and the other Subsidiaries for purposes 
            of determining compliance by the Borrower and the other 
            Subsidiaries with) the limitations contained in this Section 6.05.


            (f)  Section 6.07 of the Credit Agreement is amended by deleting 
the word "and" at the end of the clause (e) thereof and inserting after 
clause (f) thereof a comma and the following additional clause:

                 (g)  Integrity may enter into Total Return Swaps with the 
             Designated Subsidiaries. 

             (g)  Section 6.09 of the Credit Agreement is amended by deleting
the word "and" at the end of clause (a) thereof and inserting after clause 
(b) thereof a comma and the following additional clause:

                 (c)   payments by any Designated Subsidiary with respect to 
             its Indebtedness.

             (h)   The parties hereto agree that (i) all Indebtedness of the
Designated Subsidiaries, and all payments of interest and fees in respect of 
such Indebtedness, will be excluded for purposes of determining the 
Borrower's compliance with Sections 6.11 and 6.12 and (ii) to the extent 
includible in net income of the Borrower under GAAP, items of income and 
expense of the Designated Subsidiaries will be included for purposes of 
determining the Borrower's compliance with Sections 6.11 and 6.12.

              SECTION 3.  Representations and Warranties.  The Borrower 
hereby represents and warrants to each Lender, on and as of the date hereof, 
and after giving effect to this Amendment, that:
<PAGE>

                                                                              
         a) the representations and warranties set forth in Article III of 
     the Credit Agreement are true and correct in all material respects on and
     as of the date hereof, except to the extent such representations and 
     warranties relate to an earlier date; and

         (b) no Event of Default or Default has occurred and is continuing.

         SECTION 4.  Effectiveness. The amendments to the Credit Agreement 
set forth in Section 1 shall become effective only upon receipt by the Agent 
of duly executed counterparts hereof which, when taken together, bear the 
authorized signatures of the Borrower and the Required Lenders.

         SECTION 5.  Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN 
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

         SECTION 6.  Counterparts. This Amendment may be executed in any 
number of counterparts, each of which shall be an original but all of which, 
when taken together, shall constitute but one instrument. 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 7.  Expenses. The Borrower agrees to pay all expenses 
incurred by the Agent in connection with the preparation, execution and 
delivery of this Amendment, including the fees, charges and disbursements of 
counsel.

         SECTION 8.  Headings. Section headings used herein are for 
convenience of reference only, are not part of this Amendment and are not to 
affect the construction of, or to be taken into consideration in 
interpreting, this Amendment.

         SECTION 9.  Effect of this Amendment Generally, 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 the Lenders under the Credit Agreement or any other Loan Document, and 
shall not alter, modify, amend or in any way affect any of the terms, 
conditions, obligations, covenants or agreements contained in the Credit 
Agreement or any other Loan Document, all of which are ratified and affirmed 
in all respects and shall continue in full force and effect. Nothing herein 
shall be deemed to entitle the Borrower to a consent to, or a waiver, 
amendment, modification or other change of, any of the terms, conditions, 
obligations, covenants or agreements contained in the Credit Agreement or any 
other Loan Document in similar or different circumstances. This


<PAGE>

Amendment shall apply and be effective only with respect to the provisions of 
the Credit Agreement specifically referred to herein.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to 
be duly executed by their respective authorized officers as of the day and 
year first above written.

                                       ARM FINANCIAL GROUP, INC.,



                                         by /s/ Edward L. Zeman
                                           ---------------------------------
                                           Name: Edward L. Zeman
                                           Title: CFO


                                         by /s/ Martin H. Ruby
                                           ---------------------------------
                                           Name: Martin H. Ruby
                                           Title: Chief Executive Officer



                                       THE CHASE MANHATTAN BANK,
                                       individually, as Administrative Agent 
                                       and as representative for the Secured
                                       Parties,


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



                                       BANK OF TOKYO-MITSUBISHI TRUST COMPANY,


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



                                       DEUTSCHE BANK AG, NEW YORK
                                       AND/OR CAYMAN ISLANDS BRANCHES,


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


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




<PAGE>


Document in similar or different circumstances. This Amendment shall apply and 
be effective only with respect to the provisions of the Credit Agreement 
specifically referred to herein.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to 
be duly executed by their respective authorized officers as of the day and 
year first above written.


                                         ARM FINANCIAL GROUP, INC.,

                                         by /s/ Edward L. Zeman
                                           ----------------------------------
                                           Name: Edward L. Zeman
                                           Title: CFO


                                         by /s/ Martin H. Ruby
                                           ----------------------------------
                                           Name: Martin H. Ruby
                                           Title: Chief Executive Officer


                                         THE CHASE MANHATTAN BANK,
                                         individually, as Administrative Agent
                                         and as representative for the 
                                         Secured Parties,


                                         by /s/ Peter Platton
                                           ----------------------------------
                                           Name: Peter Platton
                                           Title: Vice President


                                         BANK OF TOKYO-MITSUBISHI TRUST 
                                         COMPANY,


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


                                         DEUTSCHE BANK AG. NEW YORK
                                         AND/OR CAYMAN ISLANDS BRANCHES,


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


<PAGE>



Document in similar or different circumstances. This Amendment shall apply and 
be effective only with respect to the provisions of the Credit Agreement 
specifically referred to herein.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to 
be duly executed by their respective authorized officers as of the day and 
year first above written.


                                         ARM FINANCIAL GROUP, INC.,

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


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


                                         THE CHASE MANHATTAN BANK,
                                         individually, as Administrative Agent
                                         and as representative for the 
                                         Secured Parties,


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


                                         BANK OF TOKYO-MITSUBISHI TRUST 
                                         COMPANY,


                                         by    /s/ John E. Beckwith
                                           ----------------------------------
                                           Name:   John E. Beckwith
                                           Title:  Vice President


                                         DEUTSCHE BANK AG. NEW YORK
                                         AND/OR CAYMAN ISLANDS BRANCHES,


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


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


<PAGE>

Document in similar or different circumstances. This Amendment shall apply 
and be effective only with respect to the provisions of the Credit Agreement 
specifically referred to herein.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to 
be duly executed by their respective authorized officers as of the day and 
year first above written.


                                       ARM FINANCIAL GROUP, INC.,


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


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



                                       THE CHASE MANHATTAN BANK,
                                       individually, as Administrative Agent 
                                       and as representative for the Secured
                                       Parties.


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



                                       BANK OF TOKYO-MITSUBISHI TRUST COMPANY,


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



                                       DEUTSCHE BANK AG, NEW YORK
                                       AND/OR CAYMAN ISLANDS BRANCHES,


                                         by /s/ Gayma Z. Shivnarain
                                           ---------------------------------
                                           Name: Gayma Z. Shivnarain
                                           Title: Vice President


                                         by /s/ John S. McGill
                                           ---------------------------------
                                           Name: John S. McGill
                                           Title: Vice President

<PAGE>


                                       DRESDNER BANK AG, NEW YORK
                                       BRANCH AND GRAND CAYMAN BRANCH,


                                         by /s/ Robert P. Donohue
                                           ---------------------------------
                                           Name: Robert P. Donohue
                                           Title: Vice President


                                         by /s/ Anthony C. Valencourt
                                           ---------------------------------
                                           Name: Anthony C. Valencourt
                                           Title: Senior Vice President



                                       THE FIRST NATIONAL BANK OF CHICAGO


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



                                       FIRST UNION NATIONAL BANK,


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



                                       PNC BANK, KENTUCKY, INC.


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



                                       SUNTRUST BANK, CENTRAL FLORIDA,
                                       NATIONAL ASSOCIATION,


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



<PAGE>


                                       DRESDNER BANK AG, NEW YORK
                                       BRANCH AND GRAND CAYMAN BRANCH,
          
          
                                       by
          
                                       ------------------------------
                                       Name:
                                       Title:
          
          
                                       by
          
                                       ------------------------------
                                       Name:
                                       Title:
          
          
                                       THE FIRST NATIONAL BANK OF
                                       CHICAGO,
          
          
                                       by
          
                                          /s/ Fred J. Lawford
                                       ------------------------------
                                       Name:  Fred J. Lawford
                                       Title: First Vice President
          
          
                                       FIRST UNION NATIONAL BANK,
                                       
          
                                       by
          
                                       ------------------------------
                                       Name:
                                       Title:
          
          
                                       PNC BANK, KENTUCKY, INC.
          
          
                                       by
          
                                       ------------------------------
                                       Name:
                                       Title:
          
          
                                       SUNTRUST BANK, CENTRAL FLORIDA,
                                       NATIONAL ASSOCIATION,
          
          
                                       by
                                       
                                       ------------------------------
                                       Name:
                                       Title:
                             

<PAGE>

                                       DRESDNER BANK AG, NEW YORK
                                       BRANCH AND GRAND CAYMAN BRANCH,
          
          
                                       by
                                       
                                       ------------------------------
                                       Name:
                                       Title:
          
          
                                       by
          
                                       ------------------------------
                                       Name:
                                       Title:
          
          
                                       THE FIRST NATIONAL BANK OF
                                       CHICAGO,
          
          
                                       by
          
          
                                       ------------------------------
                                       Name:  
                                       Title: 
          
          
                                       FIRST UNION NATIONAL BANK,
          
          
                                       by
          
                                         /s/ Gail M. Golightly
                                       ------------------------------
                                       Name:  Gail M. Golightly
                                       Title: Senior Vice President
          
          
                                       PNC BANK, KENTUCKY, INC.
          
          
                                       by
          
                                       ------------------------------
                                       Name:
                                       Title:
          
          
                                       SUNTRUST BANK, CENTRAL FLORIDA,
                                       NATIONAL ASSOCIATION,
          
          
                                       by
          
                                       ------------------------------
                                       Name:
                                       Title:

<PAGE>


                                       DRESDNER BANK AG, NEW YORK
                                       BRANCH AND GRAND CAYMAN BRANCH,

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

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

                                       THE FIRST NATIONAL BANK OF
                                       CHICAGO,

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

                                       FIRST UNION NATIONAL BANK,

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

                                       PNC BANK, N.A.

                                          by
                                              /s/ Ralph A. Phillips
                                             --------------------------
                                             Name: Ralph A. Phillips
                                             Title: Vice President

                                       SUNTRUST BANK, CENTRAL FLORIDA,
                                       NATIONAL ASSOCIATION,

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