Exhibit 10.30


                                  AMENDMENT #2

                             TO ENGAGEMENT AGREEMENT

      THIS AMENDMENT #2 TO THE ENGAGEMENT AGREEMENT is made and entered into as
of September 1, 1995 by and between General American Life Insurance Company
("Client") and ARM Financial Group, Inc. ("ARM") for the purpose of amending
that certain Engagement Agreement made and entered into by Client and Analytical
Risk Management, Ltd. as of the 12th day of March, 1993, and subsequently
assigned by Analytical Risk Management, Ltd. to ARM, effective November 26,
1993, such assignment properly consented to by Client on September 8, 1993 (the
"Engagement Agreement").

      Whereas Client and ARM entered into Amendment #1 to Engagement Agreement
as of August 14, 1995 for the purpose of entering into a joint venture to
develop and market guaranteed interest contracts and funding agreements as
agreed upon by the parties, and to share in the profits generated by the sales
of such products; and

      Whereas it is stated in Amendment #1 that Client and ARM intend to share
in such profits on business placed after the date of Amendment #1 by means of
reinsuring a 50% portion of the business written by Client to Integrity Life
Insurance Company, a subsidiary of ARM ("Integrity"), and Client and ARM intend
to share in such profits on business placed prior to the date of Amendment #1
and on business which is not, for whatever reason, reinsured, by the payment of
fees to ARM as outlined in the Engagement Agreement; and

      Whereas Client and ARM wish to clarify that fees are not payable to ARM as
outlined in the Engagement Agreement on any business written which is then
subject to a reinsurance agreement between the parties, regardless of whether
such portion is ceded or retained by Client; and

      Whereas Client and ARM wish to clarify that the Engagement Agreement shall
be applicable to both the GIC Product and the Funding Agreement as defined in
the Engagement Agreement and in Amendment #1;

      Now, therefore, in consideration of the premises and the mutual covenants
and obligations hereinafter set forth, the parties agree to amend the Engagement
Agreement as follows:

      Section 7, Compensation to ARM, is amended by the addition of subsection
(c) as follows:
            (c) Reinsured Business. No fees are payable to ARM under this
Section 7 on either the ceded or retained portion of any GIC Product or Funding
Agreement written which is then subject to a reinsurance agreement between the
parties or any subsidiaries of the parties, and which is in fact reinsured.


      Section 29, GIC Product and Funding Agreement, is added to the Engagement
Agreement as follows:

      Section 29, GIC Product and Funding Agreement.
            The provisions of this Engagement Agreement and any amendments
thereto are applicable to the GIC Product as defined in the Engagement Agreement
and to the Funding Agreement as defined in Amendment #1 to this Engagement
Agreement, except as to provisions specifically excluded by the terms of this
Engagement Agreement or any amendment thereto.


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      IN WITNESS WHEREOF the undersigned have executed this Amendment as of the
day and year first written above.

                 CLIENT
                 -------

                 General American Life Insurance Company


         By:     /s/ Leonard M. Rubenstein
                 ---------------------------------------------------
                 Leonard M. Rubenstein
         

         Title:  Executive Vice President -- Investments
                 ---------------------------------------------------
         
                 ARM
                 ---

                 ARM Financial Group, Inc.
         
         
         By:     /s/ John R. Lindholm
                 ---------------------------------------------------
                   John R. Lindholm
         
         
         Title:  Executive Vice President -- Chief Marketing Officer
                 ---------------------------------------------------


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