Exhibit 10.37

PATRICK H. O’NEILL 

EMPLOYMENT AGREEMENT 

        ThisAgreement (this “Agreement”), dated as of December 18, 2002, is made by andamong Ascent Assurance, Inc., a Delaware corporation, having its principal offices at 110West Seventh Street, Suite 300, Fort Worth, Texas 76102 (“AAI”), AscentManagement, Inc., a Delaware corporation, having its principal offices at 110 West SeventhStreet, Suite 300, Fort Worth, Texas 76102 (the “Corporation”), and Mr. PatrickH. O’Neill (the “Executive”), residing at 4001 Briarhaven Court, FortWorth, Texas 76109. 

RECITALS

    1.                 The Corporation and AAI each desire to retain the Executive as an employee of          the Corporation and AAI and to employ him as the Executive Vice President,          General Counsel, and Secretary of AAI and the Corporation, and to enter into an          agreement embodying the terms of those relationships which upon proper execution          shall supercede all prior written employment agreements between the parties. 

    2.                 The Executive is willing to serve as the Executive Vice President, General          Counsel, and Secretary of AAI and the Corporation on the terms set forth herein. 

AGREEMENT

        NOWTHEREFORE, in consideration of the premises and mutual covenants herein contained, andother good and valuable consideration, the Corporation, AAI, and the Executive herebyagree as follows: 

    1.                 Definitions. 

        1.1“Affiliate” means any person or entity controlling, controlled by or undercommon control with AAI or the Corporation. 

        1.2 “Annual  Compensation”  means the  Executive's  highest  Base  Salary  and Annual  Bonus  during the Term ofEmployment. 

        1.3“Board” means the Board of Directors of AAI.

        1.4“Cause” means (a) Executive’s material breach of any term or condition ofthis Agreement; (b) Executive’s (i) personal dishonesty, willful misconduct orintentional breach of fiduciary duty, in each such case involving AAI, the Corporation orany Affiliate’s property, personnel or business operations, in each case materiallydetrimental to the goodwill of AAI, the Corporation or any Affiliate, or materiallydamaging to AAI’s, the Corporation’s or any Affiliate’s relationships withits respective customers, clients or employees; or (ii) intentional failure to perform thecurrent material duties of his employment or his other material obligations hereunder, orany other intentional act by Executive which in either case is materially detrimental tothe goodwill of AAI, the Corporation or any Affiliate, or materially damaging toAAI’s, the Corporation’s or any Affiliate’s relationships with itscustomers, clients or employees; (c) Executive’s conviction or entry of a no-contestplea with respect to a felony; (d) Executive’s material misappropriation (orattempted material misappropriation) of any of AAI’s, the Corporation’s or anyAffiliate’s, funds or property or of a business opportunity of AAI, the Corporationor any Affiliate (including attempting to secure or securing any personal profit inconnection with any transaction entered into on behalf of AAI, the Corporation or anyAffiliate) materially detrimental to the goodwill of AAI, the Corporation or anyAffiliate, or materially damaging to AAI’s, the Corporation’s or anyAffiliate’s relationships with its respective customers, clients or employees; or (e)Executive’s gross negligence in connection with the performance of Executive’sobligations hereunder which is materially detrimental to the goodwill of AAI and theCorporation or any Affiliate, or materially damaging to AAI’s, the Corporation’sor any Affiliate’s relationships with its customers, clients or employees. 

        1.5“Date of Termination” means (a) in the case of a termination for which a Noticeof Termination is required, the date of actual receipt of such Notice of Termination or,if later, the date specified therein (in no event, however, shall such date be later thanseven (7) days after the date of actual receipt of such notice), as the case may be, and(b) in all other cases, the actual date on which the Executive’s employmentterminates during the Term of Employment. 

        1.6“Disability” means mental or physical impairment or incapacity rendering theExecutive substantially unable to perform his duties under this Agreement for at least 180days out of any 360 day period during the Term of Employment. 

        1.7“Good Reason” means and shall be deemed to exist if, without the prior expresswritten consent of the Executive, (a) the Executive is assigned any duties orresponsibilities inconsistent in any material respect with the scope of the duties orresponsibilities associated with the Executive’s titles or positions, as set forthand described in Section 4 of this Agreement; (b) the Executive suffers a reduction in theduties, responsibilities, titles, positions, or effective authority associated with suchtitles and positions, as set forth and described in Section 4 of this Agreement; (c) theExecutive is not appointed to, or is removed from, the offices or positions provided forin Section 4 of this Agreement; (d) the Executive’s Base Salary is decreased by AAIor the Corporation, or the Executive’s benefits under employee benefit or health orwelfare plans or programs of AAI or the Corporation are decreased, or the Executive failsto timely receive his Base Salary, any applicable Annual Bonus, LTIP Award, expensereimbursement, or any other benefit to which he is entitled under this Agreement; (e) AAIand the Corporation fail to maintain, or cause to be maintained, adequate directors andofficers liability insurance coverage for the Executive or fail to comply with Section 4.3of this Agreement; or (f) AAI and the Corporation purport to terminate theExecutive’s employment for Cause and such purported termination of employment is noteffected in accordance with the requirements of this Agreement;. 

        1.8 “Term of Employment”has the meaning ascribed to it in Section 3.

        1.9“Change in Control” means