EXHIBIT 7 [FRONT SIDE OF STOCK CERTIFICATE] [LOGO] ARM FINANCIAL GROUP, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE NUMBER SHARES - ------------- CUSIP SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT IS THE OWNER OF SHARES OF THE CLASS A CONVERTIBLE COMMON STOCK, PAR VALUE $.01 PER SHARE, OF ARM FINANCIAL GROUP, INC. transferable, only on the books of the Corporation in person or by Attorney on surrender of this Certificate properly endorsed. The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof which it is authorized to issue and the qualifications, limitations or restrictions of such preferences and/or rights. Such request should be addressed to the Secretary of the Corporation. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. DATED: COUNTERSIGNED AND REGISTERED: BY , TRANSFER AGENT AND REGISTRAR AUTHORIZED SIGNATURE CO-CHAIRMAN OF THE BOARD CO-CHAIRMAN OF THE BOARD [CORPORATE SEAL] [REVERSE SIDE OF STOCK CERTIFICATE] ARM FINANCIAL GROUP, INC. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT-______ Custodian ______ (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform gifts to Minors Act __________________________ JT TEN - as joint tenants with (State) right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. For Value Received, ____________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ---------------------------------------- - ---------------------------------------- - ------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - --------------------------------------------------------------------------Shares of the capital stock represented by the within Certificate and do hereby irrevocably constitute and appoint __________________________________, Attorney, to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated ------------------ AFFIX MEDALLION SIGNATURE X GUARANTEE IMPRINT BELOW ----------------------------- (SIGNATURE) X ----------------------------- (SIGNATURE) - -------------------------------------------------------------------------------- ABOVE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER. THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION SUCH AS A SECURITIES BROKER/DEALER, COMMERCIAL BANK & TRUST COMPANY, SAVINGS AND LOAN ASSOCIATION OR A CREDIT UNION PARTICIPATING IN A MEDALLION PROGRAM APPROVED BY THE SECURITIES TRANSFER ASSOCIATION, INC.