Form of Retention Award Letter by and between Fidelity & Guaranty Life and certain of its employees, dated as of April 20, 2017

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.

If you remain employed by the Company or one of its subsidiaries or an acquirer through the one year anniversary of the Closing Date (or your employment is terminated by the Company or one of its subsidiaries or an acquirer without Cause or your position is eliminated and you are not offered Comparable Employment before the one year anniversary of the Closing Date), you will receive a Retention Award in the amount of $X,XXX, which represents XX% of your base salary as of the date of this letter. This amount is payable on the first regular pay date immediately following the one year anniversary of the Closing Date or, if applicable, the first regular pay date after your employment terminates without Cause or the date you resign following not being offered Comparable Employment.

The Retention Award will not be paid if (a) you voluntarily terminate your employment prior to the one year anniversary of the Closing Date (unless you voluntarily terminate your employment and are eligible for the Change in Control Context severance benefit under Section 2 of the Severance Plan, in which case your Retention Award will be paid on the first regular pay date after your employment terminates) or (b) your employment is terminated by the Company or any of its subsidiaries for Cause.

The Retention Award is offered to you in addition to any other compensation or payments you may be eligible for under plans, contracts or programs of the Company and is subject to all legally required taxes and withholding amounts.

Except as otherwise stated under any employee benefit plan, policy or program, the Retention Award shall not be treated as compensation for purposes of calculating your rights under any such plan, policy or program.