Exhibit 10.39

CYNTHIA KOENIG 

EMPLOYMENT AGREEMENT 

        ThisAgreement (this “Agreement”), dated as of January 10, 2003, is made by and amongAscent Assurance, Inc., a Delaware corporation, having its principal offices at 110 WestSeventh Street, Suite 300, Fort Worth, Texas 76102 (“AAI”), Ascent Management,Inc., a Delaware corporation, having its principal offices at 110 West Seventh Street,Suite 300, Fort Worth, Texas 76102 (the “Corporation”), and Ms. Cynthia Koenig(the “Executive”), residing at 6509 Connie Lane, Colleyville, Texas 76034. 

RECITALS

    1.                 The Corporation and AAI desire to continue the current employment relationship          with the Executive as an employee of the Corporation and AAI as a Senior Vice          President and the Chief Financial Officer of AAI and the Corporation, and to          provide her with fair and reasonable protection from risks associated with a          Change in Control (as defined herein) in order to enhance her ability to perform          her responsibilities and utilize her talents for the benefit of the Corporation          and AAI, by entering into an agreement embodying the terms of those          relationships which upon proper execution shall supercede all prior written or          oral employment agreements between the parties. 

    2.                 The Executive is willing to serve as a Senior Vice President, and Chief          Financial Officer 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 “Board” means the Board of Directors of AAI.

        1.3“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 her employment or her 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. 

        1.4“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. 

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

        1.6“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 , or theExecutive’s benefits under employee benefit or health or welfare plans or programsare decreased, or the Executive fails to timely receive her Base Salary, any applicableannual bonus, LTIP Award, expense reimbursement, or any other benefit to which she isentitled under this Agreement; (e) AAI and the Corporation fail to maintain, or cause tobe maintained, adequate directors and officers liability insurance coverage for theExecutive or fail to comply with Section 4.3 of this Agreement; or (f) AAI and theCorporation purport to terminate the Executive’s employment for Cause and suchpurported termination of employment is not effected in accordance with the requirements ofthis Agreement. 

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

        1.8 “Change in Control”means