Fidelity & Guaranty Life Watch

from 10-K 1 page February 1, 2017 • December 1, 2017 - $X,xxx • December 3, 2018 - $X,xxx • December 2, 2019 - $X,xxx Your 2017 Incentive Award Will Remain Outstanding and Will Be Eligible to Vest on Each of the Vesting Dates Whether or Not the Closing Occurs

from 10-K 2 pages This Letter Replaces and Supersedes the Letter You Received Dated April 7, 2017, Regarding a Retention Award. You Are a Highly Valued Team Member and Your Commitment and Contributions Will Be Particularly Important in the Period Ahead of US. We Are Therefore Pleased to Inform You That Pursuant to the Terms of This Letter Agreement (The "Award Agreement"), Fidelity & Guaranty Life (The “Company”) Is Offering You a Retention Incentive Bonus in the Form of a Cash Payment on the Terms Set Forth Herein (The “Retention Award”). Capitalized Terms That Are Used but Not Defined Herein Will Have the Meaning Ascribed to Such Terms in the Fidelity & Guaranty Life 2015 Severance Plan (The “Severance Plan”). Retention Award • Payment of the Retention Award Is Contingent Upon the Consummation of a Transaction That Results in a Change in Control. if Consummation of a Change in Control Transaction (The “Closing Date”) Does Not Occur on or Before December 31, 2017, the Retention Award Will Expire

from 10-K 1 page Confidential April 7, 2017 Name Department

from 10-Q 11 pages Indemnification Agreement

from 10-Q 2 pages Personal & Confidential July 10, 2015 Dear [Executive],

from 10-Q 15 pages Fidelity & Guaranty Life 2015 Severance Plan Effective as of June 16, 2015 Plan Document/Summary Plan Description

from 8-K 26 pages Employment Agreement

from 8-K 4 pages Omnibus Amendment to Equity Award Agreements by and Among Fidelity & Guaranty Life, Fidelity & Guaranty LI Fe Holdings, Inc. and Leland C. Launer, Jr

from 8-K 13 pages Employment Agreement

from 8-K 16 pages Guarantee Agreement

from 10-Q 4 pages Fidelity & Guaranty Life 2013 Unrestricted Stock Agreement for Compensation Committee Member

from 10-Q 4 pages Fidelity & Guaranty Life 2013 Unrestricted Stock Agreement

from 10-Q 7 pages Fidelity & Guaranty Life 2013 Non-Statutory Stock Option Agreement

from 10-Q 6 pages Fidelity & Guaranty Life 2013 Restricted Stock Agreement

from 8-K 14 pages Employment Agreement

from S-1/A 1 page Amendment No. 2 to the Restricted Stock Agreement

from S-1/A 1 page Amendment No. 1 to the Restricted Stock Agreement

from S-1/A 2 pages Amendment No. 1 to the Fidelity & Guaranty Life Holdings, Inc. 2012 Dividend Equivalent Plan

from S-1/A 17 pages Second Amended and Restated Fidelity & Guaranty Life Holdings, Inc. Stock Incentive Plan

from S-1/A 22 pages Fidelity & Guaranty Life 2013 Stock Incentive Plan