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Exhibit 4.2
CERTIFICATE OF DESIGNATION OF PREFERENCES AND RIGHTS
OF THE
_____ FIXED/ADJUSTABLE _____ PREFERRED STOCK
($200.00 Stated Value)
OF
ARM FINANCIAL GROUP, INC.
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Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
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The undersigned DOES HEREBY CERTIFY that the following resolution
was duly adopted by the Board of Directors (the "Board") of ARM Financial Group,
Inc., a Delaware corporation (hereinafter called the "Corporation"), by
unanimous written consent in lieu of a meeting dated as of ________ __, 1998,
with certain of the designations, preferences and rights having been fixed by
the Pricing Committee of the Board (the "Committee") at a meeting on ________
__, 1998, pursuant to authority delegated to it by the Board pursuant to the
provisions of Section 141(c)(1) of the General Corporation Law of the State of
Delaware:
RESOLVED that, pursuant to authority expressly granted to and vested
in the Committee by the Board and in the Board by provisions of the
Restated Certificate of Incorporation of the Corporation, as amended (the
"Certificate of Incorporation"), the issuance of a series of Preferred
Stock, par value $.01 per share (the "Preferred Stock"), which shall
consist of ________ of the 10,000,000 shares of Preferred Stock which the
Corporation now has authority to issue, is authorized, and the Board and
the Committee, pursuant to the authority expressly granted to the
Committee by the Board pursuant to the provisions of Section 141(c)(1) of
the General Corporation Law of the State of Delaware and the Certificate
of Incorporation, fix the powers, designations, preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, of the shares of such series (in
addition to the powers, designations, preferences and relative
participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, set forth in the Certificate of
Incorporation which may be applicable to the Preferred Stock) as follows:
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1. Designation and Amount; Fractional Shares. The designation
for such series of the Preferred Stock authorized by this resolution
shall be the ______ Fixed/Adjustable ______ Preferred Stock, par
value $.01 per share, with a stated value of $200.00 per share (the
"Fixed/Adjustable Preferred Stock"). The stated value per share of
Fixed/Adjustable Preferred Stock shall not for any purpose be
considered to be a determination by the Board or the Committee with
respect to the capital and surplus of the Corporation. The number of
shares of Fixed/Adjustable Preferred Stock shall be ________. The
Fixed/Adjustable Preferred Stock is issuable in whole shares only.
2. Dividends. Holders of shares of Fixed/Adjustable Preferred
Stock will be entitled to receive cash dividends, when, as and if
declared by the Board or the Committee out of assets of the
Corporation legally available for payment. Dividends on the
Fixed/Adjustable Preferred Stock, calculated as a percentage of the
stated value, will be payable quarterly on ________ __, ________ __,
________ __ and ________ __ of each year (each a "dividend payment
date"), commencing ________ __, 1998. From the date of issuance of
the Fixed/Adjustable Rate Preferred Stock and continuing through
________ __, 200_, the rate of such dividend will be ___% per annum.
After ________ __, 200_, dividends on the Fixed/Adjustable Preferred
Stock will be payable quarterly, when, as and if declared, on each
dividend payment date at the Applicable Rate (as defined in
paragraph 3) from time to time in effect. The Applicable Rate per
annum for any dividend period beginning on or after ________ __,
200_ will be equal to ___% plus the highest of the Treasury Bill
Rate, the Ten-Year Constant Maturity Rate and the Thirty-Year
Constant Maturity Rate (each as defined herein under "Adjustable
Rate Dividends"), as determined in advance of such dividend period.
The Applicable Rate per annum for any dividend period beginning on
or after ________ __, 200_, will not be less than ___% nor greater
than ___% (without taking into account any adjustments as described
below under "Changes in the Dividends Received Percentage").
Adjustable Rate Dividends. Except as provided below in
this paragraph, the "Applicable Rate" per annum for any dividend
period beginning on or after ________ __, 200_ will be equal to ___%
plus the Effective Rate (as defined herein), but not less than ___%
nor greater than ___% (without taking into account any adjustments
as described below under "Changes in the Dividends Received
Percentage"). The "Effective Rate" for any dividend period beginning
on or after ________ __, 200_ will be equal to the highest of the
Treasury Bill Rate, the Ten-Year Constant Maturity Rate and the
Thirty-Year Constant Maturity Rate (each as defined herein) for such
dividend period. If the Corporation determines in good faith that
for any reason: (i) any one of the Treasury Bill Rate, the Ten-Year
Constant Maturity Rate or the Thirty-Year
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Constant Maturity Rate cannot be determined for any dividend period
beginning on or after ________ __, 200_, then the Effective Rate for
such dividend period will be equal to the higher of whichever two of
such rates can be so determined; (ii) only one of the Treasury Bill
Rate, the Ten-Year Constant Maturity Rate or the Thirty-Year
Constant Maturity Rate can be determined for any dividend period
beginning on or after ________ __, 200_, then the Effective Rate for
such dividend period will be equal to whichever such rate can be so
determined; or (iii) none of the Treasury Bill Rate, the Ten-Year
Constant Maturity Rate or the Thirty-Year Constant Maturity Rate can
be determined for any dividend period beginning on or after ________
__, 200_, then the Effective Rate for the preceding dividend period
will be continued for such dividend period.
The "Treasury Bill Rate" for each dividend period will be the
arithmetic average of the two most recent weekly per annum market
discount rates (or the one weekly per annum market discount rate, if
only one such rate is published during the relevant Calendar Period
(as defined herein)) for three-month U.S. Treasury bills, as
published weekly by the Federal Reserve Board (as defined herein)
during the Calendar Period immediately preceding the tenth calendar
day preceding the dividend period for which the dividend rate on the
Fixed/Adjustable Preferred Stock is being determined.
The "Ten-Year Constant Maturity Rate" for each dividend period
will be the arithmetic average of the two most recent weekly per
annum Ten-Year Average Yields (as defined herein) (or the one weekly
per annum Ten-Year Average Yield, if only one such yield is
published during the relevant Calendar Period), as published weekly
by the Federal Reserve Board during the Calendar Period immediately
preceding the tenth calendar day preceding the dividend period for
which the dividend rate on the Fixed/Adjustable Preferred Stock is
being determined.
The "Thirty-Year Constant Maturity Rate" for each dividend
period will be the arithmetic average of the two most recent weekly
per annum Thirty-Year Average Yields (as defined herein) (or the one
weekly per annum Thirty-Year Average Yield, if only one such yield
is published during the relevant Calendar Period), as published
weekly by the Federal Reserve Board during the Calendar Period
immediately preceding the tenth calendar day preceding the dividend
period for which the dividend rate on the Fixed/Adjustable Preferred
Stock is being determined.
If the Federal Reserve Board does not publish a weekly per
annum market discount rate, Ten-Year Average Yield or Thirty-Year
Average Yield during any applicable Calendar Period, then the
Treasury Bill Rate, Ten-Year Constant Maturity Rate or Thirty-Year
Constant Maturity Rate, as the case may
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be, for such dividend period will be the arithmetic average of the
two most recent weekly per annum market discount rates for
three-month U.S. Treasury bills, Ten-Year Average Yields or
Thirty-Year Average Yields, as the case may be (or the one weekly
per annum rate, if only one such rate is published during the
relevant Calendar Period), as published weekly during such Calendar
Period by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. If any such rate
is not published by the Federal Reserve Board or by any Federal
Reserve Bank or by any U.S. Government department or agency during
such Calendar Period, then the Treasury Bill Rate, Ten-Year Constant
Maturity Rate or Thirty-Year Constant Maturity Rate for such
dividend period will be the arithmetic average of the two most
recent weekly per annum (i) in the case of the Treasury Bill Rate,
market discount rates (or the one weekly per annum market discount
rate, if only one such rate is published during the relevant
Calendar Period) for all of the U.S. Treasury bills then having
remaining maturities of not less than 80 nor more than 100 days, and
(ii) in the case of the Ten-Year Constant Maturity Rate, the average
yields to maturity (or the one weekly per annum average yield to
maturity, if only one such yield is published during the relevant
Calendar Period) for all of the actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special
Securities (as defined herein)) then having remaining maturities of
not less than eight nor more than twelve years, and (iii) in the
case of the Thirty-Year Constant Maturity Rate, the average yields
to maturity (or the one weekly per annum average yield to maturity,
if only one such yield is published during the relevant Calendar
Period) for all of the actively traded marketable U.S. Treasury
fixed interest rate securities (other than Special Securities) then
having remaining maturities of not less than twenty-eight nor more
than thirty years, in each case as published during such Calendar
Period by the Federal Reserve Board or, if the Federal Reserve Board
does not publish such rates, by any Federal Reserve Bank or by any
U.S. Government department or agency selected by the Corporation. If
the Corporation determines in good faith that for any reason (i) no
such U.S. Treasury bill rates are published as provided above during
such Calendar Period, or (ii) the Corporation cannot determine the
Treasury Bill Rate for any dividend period, then the Treasury Bill
Rate for such dividend period will be the arithmetic average of the
per annum market discount rates based upon the closing bids during
such Calendar Period for each of the issues of marketable
non-interest-bearing U.S. Treasury securities with a remaining
maturity of not less than 80 nor more than 100 days from the date of
each such quotation, as chosen and quoted daily for each business
day in New York City (or less frequently if daily quotations are not
generally available) to the Corporation by at least three recognized
dealers in U.S. Government securities selected by the Corporation.
If the Corporation determines in good faith that for any reason the
Corporation cannot determine the Ten-Year Constant Maturity Rate or
Thirty-Year Constant Maturity Rate for any dividend
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period as provided above, then the applicable rate for such dividend
period will be the arithmetic average of the per annum average
yields to maturity based upon the closing bids during such Calendar
Period for each of the issues of actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special
Securities) with a final maturity date (i) in the case of the
Ten-Year Constant Maturity Rate, not less than eight nor more than
twelve years from the date of each such quotation, and (ii) in the
case of the Thirty-Year Constant Maturity Rate, not less than
twenty-eight nor more than thirty years from the date of each such
quotation, in each case as chosen and quoted daily for each business
day in New York City (or less frequently if daily quotations are not
generally available) to the Corporation by at least three recognized
dealers in the United States.
The Treasury Bill Rate, the Ten-Year Constant Maturity Rate
and the Thirty-Year Constant Maturity Rate will each be rounded to
the nearest five hundredths of a percent, with .025% being rounded
upward.
The Applicable Rate with respect to each dividend period
beginning on or after ________ __, 200_ will be calculated as
promptly as practicable by the Corporation according to the
appropriate method described above. The Corporation will cause
notice of each Applicable Rate to be given to the holders of
Fixed/Adjustable Preferred Stock when payment is made of the
dividend for the immediately preceding dividend period.
As used above, the term "Calendar Period" means a period of
fourteen calendar days; the term "Federal Reserve Board" means the
Board of Governors of the Federal Reserve System; the term "Special
Securities" means securities which can, at the option of the holder,
be surrendered at face value in payment of any Federal estate tax or
which provide tax benefits to the holder and are priced to reflect
such tax benefits or which were originally issued at a deep or
substantial discount; the term "Ten-Year Average Yield" means the
average yield to maturity for actively traded marketable U.S.
Treasury fixed interest rate securities (adjusted to constant
maturities of ten years); and the term "Thirty-Year Average Yield"
means the average yield to maturity for actively traded marketable
U.S. Treasury fixed interest rate securities (adjusted to constant
maturities of thirty years).
Dividends on shares of the Fixed/Adjustable Preferred Stock
will be cumulative from the date of initial issuance of such shares
of Fixed/Adjustable Preferred Stock. Dividends will be payable, in
arrears, to holders of record as they appear on the stock books of
the Corporation on such record dates, not more than 60 days nor less
than 10 days preceding the payment dates thereof, as shall be fixed
by the Board or the Committee. The amount of dividends payable
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for the initial dividend period or any period shorter than a full
dividend period shall be calculated on the basis of a 360-day year
of twelve 30-day months. No dividends may be declared or paid or set
apart for payment on any Parity Preferred Stock (as defined in
paragraph 9(b) herein) with regard to the payment of dividends
unless there shall also be or have been declared and paid or set
apart for payment on the Fixed/Adjustable Preferred Stock, like
dividends for all dividend payment periods of the Fixed/Adjustable
Preferred Stock ending on or before the dividend payment date of
such Parity Preferred Stock, ratably in proportion to the respective
amounts of dividends (x) accumulated and unpaid or payable on such
Parity Preferred Stock, on the one hand, and (y) accumulated and
unpaid through the dividend payment period or periods of the
Fixed/Adjustable Preferred Stock next preceding such dividend
payment date, on the other hand.
Except as set forth in the preceding sentence, unless full
cumulative dividends on the Fixed/Adjustable Preferred Stock have
been paid, no dividends (other than in Common Stock of the
Corporation) may be paid or declared and set aside for payment or
other distribution made upon the Common Stock or on any other stock
of the Corporation ranking junior to or on a parity with the
Fixed/Adjustable Preferred Stock as to dividends, nor may any Common
Stock or any other stock of the Corporation ranking junior to or on
a parity with the Fixed/Adjustable Preferred Stock as to dividends
be redeemed, purchased or otherwise acquired for any consideration
(or any payment be made to or available for a sinking fund for the
redemption of any shares of such stock; provided, however, that any
moneys theretofore deposited in any sinking fund with respect to any
preferred stock of the Corporation in compliance with the provisions
of such sinking fund may thereafter be applied to the purchase or
redemption of such preferred stock in accordance with the terms of
such sinking fund, regardless of whether at the time of such
application full cumulative dividends upon shares of the
Fixed/Adjustable Preferred Stock outstanding to the last dividend
payment date shall have been paid or declared and set apart for
payment) by the Corporation; provided that any such junior or parity
Preferred Stock or Common Stock may be converted into or exchanged
for stock of the Corporation ranking junior to the Fixed/Adjustable
Preferred Stock as to dividends.
3. Liquidation Preference. The shares of Fixed/Adjustable
Preferred Stock shall rank, as to liquidation, dissolution or
winding up of the Corporation, prior to the shares of Common Stock
and any other class of stock of the Corporation ranking junior to
the Fixed/Adjustable Preferred Stock as to rights upon liquidation,
dissolution or winding up of the Corporation, so that in the event
of any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, the holders of the
Fixed/Adjustable Preferred
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Stock shall be entitled to receive out of the assets of the
Corporation available for distribution to its stockholders, whether
from capital, surplus or earnings, before any distribution is made
to holders of shares of Common Stock or any other such junior stock,
an amount equal to $200.00 per share (the "Liquidation Preference"
of a share of Fixed/Adjustable Preferred Stock) plus an amount equal
to all dividends (whether or not earned or declared) accrued and
accumulated and unpaid on the shares of Fixed/Adjustable Preferred
Stock to the date of final distribution. The holders of the
Fixed/Adjustable Preferred Stock will not be entitled to receive the
Liquidation Preference until the liquidation preference of any other
class of stock of the Corporation ranking senior to the
Fixed/Adjustable Preferred Stock as to rights upon liquidation,
dissolution or winding up shall have been paid (or a sum set aside
therefor sufficient to provide for payment) in full. After payment
of the full amount of the Liquidation Preference and such dividends,
the holders of shares of Fixed/Adjustable Preferred Stock will not
be entitled to any further participation in any distribution of
assets by the Corporation. If, upon any liquidation, dissolution or
winding up of the Corporation, the assets of the Corporation, or
proceeds thereof, distributable among the holders of shares of
Parity Preferred Stock shall be insufficient to pay in full the
preferential amount aforesaid, then such assets, or the proceeds
thereof, shall be distributable among such holders ratably in
accordance with the respective amounts which would be payable on
such shares if all amounts payable thereon were paid in full. For
the purposes hereof, neither a consolidation or merger of the
Corporation with or into any other corporation, nor a merger of any
other corporation with or into the Corporation, nor a sale or
transfer of all or any part of the Corporation's assets for cash or
securities shall be considered a liquidation, dissolution or winding
up of the Corporation.
4. Conversion. The Fixed/Adjustable Preferred Stock is not
convertible into shares of any other class or series of stock of the
Corporation.
5. Voting Rights. The holders of shares of Fixed/Adjustable
Preferred Stock shall have no voting rights whatsoever, except for
any voting rights to which they may be entitled under the laws of
the State of Delaware, and except as follows:
(a) Whenever, at any time or times, dividends payable on
the shares of Fixed/Adjustable Preferred Stock or on any
Parity Preferred Stock shall be in arrears for an aggregate
number of days equal to six calendar quarters or more, whether
or not consecutive, the holders of the outstanding shares of
Fixed/Adjustable Preferred Stock shall have the right, with
holders of shares of any one or more other class or series of
stock upon which like voting rights have been conferred and
are
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exercisable (voting together as a class), to elect two of the
authorized number of members of the Board at the Corporation's
next annual meeting of stockholders and at each subsequent
annual meeting of stockholders until such arrearages have been
paid or set apart for payment, at which time such right shall
terminate, except as herein or by law expressly provided,
subject to revesting in the event of each and every subsequent
default of the character above mentioned. Upon any termination
of the right of the holders of shares of Fixed/Adjustable
Preferred Stock as a class to vote for directors as herein
provided, the term of office of all directors then in office
elected by the holders of shares of Fixed/Adjustable Preferred
Stock shall terminate immediately.
Any director who shall have been so elected pursuant to this
paragraph may be removed at any time, either with or without
cause. Any vacancy thereby created may be filled only by the
affirmative vote of the holders of shares of Fixed/Adjustable
Preferred Stock voting separately as a class (together with
the holders of shares of any other class or series of stock
upon which like voting rights have been conferred and are
exercisable). If the office of any director elected by the
holders of shares of Fixed/Adjustable Preferred Stock voting
as a class becomes vacant for any reason other than removal
from office as aforesaid, the remaining director elected
pursuant to this paragraph may choose a successor who shall
hold office for the unexpired term in respect of which such
vacancy occurred. At elections for such directors, each holder
of shares of Fixed/Adjustable Preferred Stock shall be
entitled to one vote for each share held (the holders of
shares of any other class or series of preferred stock having
like voting rights being entitled to such number of votes, if
any, for each share of such stock held as may be granted to
them).
(b) So long as any shares of Fixed/Adjustable Preferred
Stock remain outstanding, the consent of the holders of at
least two-thirds of the shares of Fixed/Adjustable Preferred
Stock outstanding at the time and all other classes or series
of stock upon which like voting rights have been conferred and
are exercisable (voting together as a class) given in person
or by proxy, either in writing or at any meeting called for
the purpose, shall be necessary to permit, effect or validate
any one or more of the following:
(i) the issuance or increase of the authorized
amount of any class or series of shares ranking prior
(as that term is defined in paragraph 9(a) hereof) to
the shares of the Fixed/Adjustable Preferred Stock; or
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(ii) the amendment, alteration or repeal, whether
by merger, consolidation or otherwise, of any of the
provisions of the Certificate of Incorporation
(including this resolution or any provision hereof),
that would materially and adversely affect any power,
preference, or special right of the shares of
Fixed/Adjustable Preferred Stock or of the holders
thereof;
provided, however, that any increase in the amount of
authorized Common Stock or authorized Preferred Stock or any
increase or decrease in the number of shares of any series of
Preferred Stock or the creation and issuance of other series
of Common Stock or Preferred Stock, in each case ranking on a
parity with or junior to the shares of Fixed/Adjustable
Preferred Stock with respect to the payment of dividends and
the distribution of assets upon liquidation, dissolution or
winding up, shall not be deemed to materially and adversely
affect such powers, preferences or special rights.
(c) The foregoing voting provisions shall not apply if,
at or prior to the time when the act with respect to which
such vote would otherwise be required shall be effected, all
outstanding shares of Fixed/Adjustable Preferred Stock shall
have been redeemed or called for redemption and sufficient
funds shall have been deposited in trust to effect such
redemption.
6. Redemption. The shares of the Fixed/Adjustable Preferred
Stock may be redeemed at the option of the Corporation, as a whole,
or from time to time in part, at any time, upon not less than 30
days' prior notice mailed to the holders of the shares to be
redeemed at their addresses as shown on the stock books of the
Corporation; provided, however, that shares of the Fixed/Adjustable
Preferred Stock shall not be redeemable prior to ________ __, 200_.
Subject to the foregoing, on or after such date, shares of the
Fixed/Adjustable Preferred Stock are redeemable at $200.00 per share
together with an amount equal to all dividends (whether or not
earned or declared) accrued and accumulated and unpaid to, but
excluding, the date fixed for redemption.
If full cumulative dividends on the Fixed/Adjustable Preferred
Stock have not been paid, the Fixed/Adjustable Preferred Stock may
not be redeemed in part and the Corporation may not purchase or
acquire any shares of the Fixed/Adjustable Preferred Stock otherwise
than pursuant to a purchase or exchange offer made on the same terms
to all holders of the Fixed/Adjustable Preferred Stock. If fewer
than all the outstanding shares of Fixed/Adjustable
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Preferred Stock are to be redeemed, the Corporation will select
those to be redeemed by lot or a substantially equivalent method.
If a notice of redemption has been given pursuant to this
paragraph 6 and if, on or before the date fixed for redemption, the
funds necessary for such redemption shall have been set aside by the
Corporation, separate and apart from its other funds, in trust for
the pro rata benefit of the holders of the shares of
Fixed/Adjustable Preferred Stock so called for redemption, then,
notwithstanding that any certificates for such shares have not been
surrendered for cancellation, on the redemption date dividends shall
cease to accrue on the shares to be redeemed, and at the close of
business on the redemption date the holders of such shares shall
cease to be stockholders with respect to such shares and shall have
no interest in or claims against the Corporation by virtue thereof
and shall have no voting or other rights with respect to such
shares, except the right to receive the moneys payable upon
surrender (and endorsement, if required by the Corporation) of their
certificates, and the shares evidenced thereby shall no longer be
outstanding. Subject to applicable escheat laws, any moneys so set
aside by the Corporation and unclaimed at the end of two years from
the redemption date shall revert to the general funds of the
Corporation, after which reversion the holders of such shares so
called for redemption shall look only to the general funds of the
Corporation for the payment of the amounts payable upon such
redemption. Any interest accrued on funds so deposited shall be paid
to the Corporation from time to time.
7. Authorization and Issuance of Other Securities. No consent
of the holders of the Fixed/Adjustable Preferred Stock shall be
required for (a) the creation of any indebtedness of any kind of the
Corporation, (b) the creation, or increase or decrease in the
amount, of any class or series of stock of the Corporation not
ranking prior as to dividends or upon liquidation, dissolution or
winding up to the Fixed/Adjustable Preferred Stock or (c) any
increase or decrease in the amount of authorized Common Stock or any
increase, decrease or change in the par value thereof or in any
other terms thereof.
8. Amendment of Resolution. The Board and the Committee each
reserves the right by subsequent amendment of this resolution from
time to time to increase or decrease the number of shares that
constitute the Fixed/Adjustable Preferred Stock (but not below the
number of shares thereof then outstanding) and in other respects to
amend this resolution within the limitations provided by law, this
resolution and the Certificate of Incorporation.
9. Rank. For the purposes of this resolution, any stock of any
class or classes of the Corporation shall be deemed to rank:
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(a) prior to shares of the Fixed/Adjustable Preferred
Stock, either as to dividends or upon liquidation, dissolution
or winding up, or both, if the holders of stock of such class
or classes shall be entitled by the terms thereof to the
receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in
preference or priority to the holders of shares of the
Fixed/Adjustable Preferred Stock;
(b) on a parity with shares of the Fixed/Adjustable
Preferred Stock, either as to dividends or upon liquidation,
dissolution or winding up, or both, whether or not the
dividend rates, dividend payment dates, or redemption or
liquidation prices per share thereof be different from those
of the Fixed/Adjustable Preferred Stock, if the holders of
stock of such class or classes shall be entitled by the terms
thereof to the receipt of dividends or of amounts distributed
upon liquidation, dissolution or winding up, as the case may
be, in proportion to their respective dividend rates or
liquidation prices, without preference or priority of one over
the other as between the holders of such stock and the holders
of shares of Fixed/Adjustable Preferred Stock (the term
"Parity Preferred Stock" being used to refer to any stock on a
parity with the shares of Fixed/Adjustable Preferred Stock,
either as to dividends or upon liquidation, dissolution or
winding up, or both, as the context may require); and
(c) junior to shares of the Fixed/Adjustable Preferred
Stock, either as to dividends or upon liquidation, dissolution
or winding up, or both, if such class shall be Common Stock or
if the holders of the Fixed/Adjustable Preferred Stock shall
be entitled to the receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding up, as
the case may be, in preference or priority to the holders of
stock of such class or classes.
The Fixed/Adjustable Preferred Stock shall rank prior, as to
dividends and upon liquidation, dissolution or winding up, to the
Common Stock and on a parity with the Corporation's 9-1/2%
Cumulative Perpetual Preferred Stock, with a liquidation value of
$200.00 per share.
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IN WITNESS WHEREOF, ARM Financial Group, Inc. has caused this
Certificate to be made under the seal of the Corporation and signed by
_______________, its _______________, and attested by _______________, its
_____________, this ___th day of ________, 1998.
ARM FINANCIAL GROUP, INC.
By: _______________________________
Name: ________________________
Title: _______________________
[SEAL]
Attest:
__________________________