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                                                                   EXHIBIT 10.20

                              SEVERANCE AGREEMENT

     AGREEMENT, dated as of February   , 2000, between HEALTHCARE RECOVERIES,
INC. (including all of its subsidiaries, the "Company") and                (the
"Employee").

                                  WITNESSETH:

     WHEREAS, the Employee is a key employee of the Company; and

     WHEREAS, the Company desires to provide the Employee with severance
benefits under the conditions set forth in this Agreement;

     NOW, THEREFORE, the Company and the Employee agree as follows:

     1. Term of Agreement

     The rights of the Employee under this Agreement shall commence as of the
date hereof, and shall terminate upon the earlier of (i) the voluntary
termination of the Employee's employment with the Company or (ii) the date one
year after written notice is given by the Company to the Employee of termination
of the Employee's rights under this Agreement (the period during which this
Agreement is in effect being hereinafter referred to as the "Term").

     2. Payments

          2.1 If there is a Termination, as defined in Section 2.2, with regard
     to the Employee, (i) the Company will pay to the Employee within 20
     business days after the day on which the Termination occurs, a lump sum
     equal to the Employee's current annual base salary (the "Severance Amount")
     and (ii) for a period of 12 months after the date of termination, the
     Company shall continue to pay, or reimburse the Employee for, the
     Company-paid portion of medical premiums under the Company's group health
     plan that would apply to the Employee had he not terminated, provided that
     the Employee makes a timely election of such continuation coverage under
     COBRA; provided, however, that the Employee shall not be entitled to
     payment of the Severance Amount upon a Termination if upon that Termination
     the Employee is entitled to a severance or similar payment under any other
     agreement with the Company including without limitation the
     Change-in-Control Agreement, dated the same date as this Agreement, between
     the Employee and the Company (the "CIC Agreement"); further provided,
     however, that in such event the Employee nonetheless shall continue to be
     bound by the provisions of Sections 3, 4, 5, 6, 7, 8 and 9. The Company's
     obligation to pay the Severance Amount, to the extent accrued prior to the
     expiration of the Term, shall survive the expiration of the Term.

          2.2 There will be a "Termination" with regard to the Employee if the
     Company terminates the Employee's employment during the Term other than for
     "Cause."

          "Cause" means the occurrence of any of the following:

             (i) the Employee materially breaches the provisions of this
        Agreement or any other employment-related agreement between the Employee
        and the Company, and the Employee fails to cure such breach within ten
        days after the Employee's receipt from the Company of written notice of
        such breach, which notice shall describe in reasonable detail the
        Company's belief that the Employee is in breach (notwithstanding the
        foregoing, no cure period shall be applicable to breaches by the
        Employee of the provisions of Section 3, 4, 5, 6, 7 or 8 of this
        Agreement);

             (ii) the Employee commits any other act in bad faith materially
        detrimental to the business or reputation of the Company;

             (iii) the Employee intentionally engages in dishonest or illegal
        activities or commits or is convicted of (or pleads nolo contendere to)
        any crime involving fraud, deceit or moral turpitude; or
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             (iv) the Employee dies or becomes mentally or physically
        incapacitated or disabled so as to be unable to perform the Employee's
        duties, whether under the terms of any employment agreement between the
        Company and the Employee or otherwise. Without limiting the generality
        of the foregoing, the Employee's inability adequately to perform
        services as described in the preceding sentence for a period of 60
        consecutive days will be conclusive evidence of such mental or physical
        incapacity or disability, unless such inability adequately to perform
        services is pursuant to a mental or physical incapacity or disability
        covered by the Family Medical Leave Act, in which case such 60-day
        period shall be extended to a 120-day period.

     3. Non-Disclosure of Proprietary Information

          3.1 The Employee recognizes and acknowledges that the Trade Secrets
     and Confidential Information of the Company and its affiliates and all
     physical embodiments of the same (as they may exist from time-to-time,
     collectively, the "Proprietary Information") are valuable, special and
     unique assets of the Company's and its affiliates' businesses. The Employee
     further acknowledges that access to such Proprietary Information is
     essential to the performance of the Employee's duties under this Agreement.
     Therefore, in order to obtain access to such Proprietary Information, the
     Employee agrees that the Employee shall hold in confidence all Proprietary
     Information and will not reproduce, use, distribute, disclose, publish or
     otherwise disseminate any Proprietary Information, in whole or in part, and
     will take no action causing, or fail to take any action necessary to
     prevent causing, any Proprietary Information to lose its character as
     Proprietary Information, nor will the Employee make use of any such
     information for the Employee's own purposes or for the benefit of any
     person, firm, corporation, association or other entity (except the Company)
     under any circumstances.

          3.2 For purposes of this Agreement, the term "Trade Secrets" means the
     whole or any portion of any scientific or technical or other information,
     design, process, procedure, formula, computer software product,
     documentation or improvement relating to the Company's or its affiliates'
     businesses which (i) derives economic value, actual or potential, from not
     being generally known to other persons who can obtain economic value from
     its disclosure or use; and (ii) is the subject of efforts that are
     reasonable under the circumstances to maintain its secrecy or
     confidentiality. The term "Confidential Information" means any and all data
     and information relating to the Company's or its affiliates' "Business,"
     other than Trade Secrets, (x) which has value to the Company or its
     affiliates; (y) is not generally known by its competitors or the public;
     and (z) is treated as confidential by the Company or its affiliates. The
     term "Business" means the provision of subrogation and related recovery
     services, hospital bill auditing, contract compliance review,
     identification of certain other healthcare-related payments and cost
     management consulting for healthcare payors, including health maintenance
     organizations, indemnity insurers, Blue Cross and Blue Shield
     organizations, third-party administrators, self-funded employee health and
     welfare benefit plans, and provider hospital organizations. The provisions
     of this Section 3 will apply during the Employee's employment by the
     Company and for a two-year period thereafter with respect to Confidential
     Information, and during the Employee's employment by the Company and at any
     and all times thereafter with respect to Trade Secrets. These restrictions
     will not apply to any Proprietary Information which is in the public domain
     provided that the Employee was not responsible, directly or indirectly, for
     such Proprietary Information entering the public domain without the
     Company's consent. This Section 3, together with Sections 4, 5, 6, 7, 8 and
     9 of this Agreement, shall survive termination of this Agreement.

     4. Non-Competition Covenant

          4.1 During the Employee's employment by the Company and for a period
     of two years following any termination of the Employee's employment for
     whatever reason, the Employee will not, directly or indirectly, on the
     Employee's own behalf or in the service of or on behalf of any other
     individual or entity, compete with the Company within the Geographical Area
     (as defined). The term "compete" means to engage in, have any equity or
     profit interest in, make any loan to or for the benefit of, or render any
     services of any kind to, directly or indirectly, on the Employee's own
     behalf or in the service of or on behalf of any other individual or entity,
     either as a proprietor, employee, agent, independent contractor,
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     consultant, director, officer, partner or stockholder (other than a
     stockholder of a corporation listed on a national securities exchange or
     whose stock is regularly traded in the over-the-counter market, provided
     that the Employee at no time owns, directly or indirectly, in excess of one
     percent of the outstanding stock of any class of any such corporation) any
     business which provides Business services. For purposes of this Agreement,
     the term "Geographic Area" means the territory located within a
     seventy-five mile radius of each facility for which the Employee has
     management responsibility during the Employee's employment with the
     Company.

          4.2 Non-Interference.  During the Employee's employment by the Company
     and for a period of two years following the termination of the Employee's
     employment for whatever reason, the Employee will not, directly or
     indirectly, on the Employee's own behalf or in the service of or on behalf
     of any other individual or entity, interfere with, disrupt, or attempt to
     disrupt the past, present or prospective relationships, contractual or
     otherwise, between the Company and any supplier, consultant, or client of
     the Company with whom the Employee had material contact during the
     Employee's employment by the Company. The term "prospective relationship"
     is defined as any relationship where the Company has actively sought an
     individual or entity as a prospective supplier, consultant, or client.

          4.3 Non-Solicitation of Clients Covenant.  The Employee agrees that
     during the Employee's employment by the Company and for a period of two
     years following the termination of the Employee's employment for whatever
     reason, the Employee will not, directly or indirectly, on the Employee's
     own behalf or in the service of or on behalf of any other individual or
     entity, divert, solicit or attempt to solicit or accept business from any
     individual or entity (i) who is a client of the Company at any time during
     the six-month period prior to the Employee's termination of employment with
     the Company ("Client"), or was actively sought by the Company as a
     prospective client, and (ii) with whom the Employee had material contact
     while employed by the Company to provide Business services to such Clients
     or prospects. The Employee further agrees that during the Employee's
     employment by the Company and for a period of two years following the
     termination of the Employee's employment for whatever reason in accordance
     with this Agreement, the Employee will not, directly or indirectly, as an
     employee, independent contractor, agent or in any other capacity, be
     employed by any Client:

             a. which received Business services from the Employee, or with
        which the Employee otherwise had material contact while employed by the
        Company; or

             b. which received Business services from any employee or officer of
        the Company over which the Employee had management responsibility;

             in either case to provide, directly or indirectly, Business
        services.

          4.4 Construction.  The parties agree that any judicial authority
     construing all or any portion of this Section 4 or Section 5 will be
     empowered to sever any portion of the Geographical Area, client base,
     prospective relationship or prospect list or any prohibited business
     activity from the coverage of such Section and to apply the provisions of
     such Section to the remaining portion of the Geographical Area, the client
     base or the prospective relationship or prospect list, or the remaining
     business activities not so severed by such judicial authority. In addition,
     it is the intent of the parties that the judicial authority replace each
     such severed provision with a provision as similar in terms to such severed
     provision as may be possible and be legal, valid and enforceable. It is the
     intent of the parties that Sections 4 and 5 be enforced to the maximum
     extent permitted by law. If any provision of either such Section is
     determined not to be specifically enforceable, the Company shall
     nevertheless be entitled to bring an action to seek to recover monetary
     damages as a result of the breach of such provision by the Employee.

     5. Non-Solicitation of Employees Covenant

          5.1 The Employee agrees and represents that during the Employee's
     employment by the Company and for a period of two years following any
     termination of the Employee's employment for whatever reason, the Employee
     will not, directly or indirectly, on the Employee's own behalf or in the
     service of, or on behalf of any other individual or entity, divert, solicit
     or hire away, or attempt to divert, solicit or hire away, to or for any
     individual or entity which is engaged in providing Business services, (i)
     any person
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     employed by the Company or (ii) any person who has left the employment of
     the Company within the one-year period which follows the termination of
     such employee's employment with the Company, in either case, whether or not
     such employee is or was a full-time employee or temporary employee of the
     Company, whether or not such employee is or was employed pursuant to a
     written agreement and whether or not such employee is or was employed for a
     determined period or at will.

     6. Existing Restrictive Covenants

          6.1 The Employee represents and warrants that the Employee's
     employment with the Company does not and will not breach any agreement
     which the Employee has with any former employer to keep in confidence
     confidential information or not to compete with any such former employer.
     The Employee will not disclose to the Company or use on its behalf any
     confidential information of any other party required to be kept
     confidential by the Employee.

     7. Return of Confidential Information

          7.1 The Employee acknowledges that as a result of the Employee's
     employment with the Company, the Employee may come into the possession and
     control of Proprietary Information, such as proprietary documents,
     drawings, specifications, manuals, notes, computer programs, or other
     proprietary material. The Employee acknowledges, warrants and agrees that
     the Employee will return to the Company all such items and any copies or
     excerpts thereof, and any other properties, files or documents obtained as
     a result of the Employee's employment with the Company, immediately upon
     the termination of the Employee's employment with the Company.

     8. Proprietary Rights

          8.1 During the course of the Employee's employment with the Company,
     the Employee may make, develop or conceive of useful processes, machines,
     compositions of matter, computer software, algorithms, works of authorship
     expressing any such algorithm, or any other discovery, idea, concept,
     document or improvement which relates to or is useful to the Company's
     Business (the "Inventions"), whether or not subject to copyright or patent
     protection, and which may or may not be considered Proprietary Information.
     The Employee acknowledges that all such Inventions will be "works made for
     hire" under United States copyright law and will remain the sole and
     exclusive property of the Company. The Employee assigns and agrees to
     assign to the Company, in perpetuity, all right, title and interest the
     Employee may have in and to such Inventions, including without limitations
     all copyrights, and the right to apply for any form of patent, utility
     model, industrial design or similar proprietary right recognized by any
     state, country or jurisdiction. The Employee further agrees, at the
     Company's request and expense, to do all things and sign all documents or
     instruments necessary, in the opinion of the Company, to eliminate any
     ambiguity as to the ownership of, and rights of the Company to, such
     Inventions, including filing copyright and patent registrations and
     defending and enforcing in litigation or otherwise all such rights.

          8.2 The Employee will not be obligated to assign to the Company any
     Invention made by the Employee while in the Company's employ which does not
     relate to any business or activity in which the Company is or may
     reasonably be expected to become engaged, except that the Employee is so
     obligated if the same relates to or is based on Proprietary Information to
     which the Employee will have had access during and by virtue of the
     Employee's employment or which arises out of work assigned to the Employee
     by the Company. The Employee will not be obligated to assign any Invention
     which may be wholly conceived by the Employee after the Employee leaves the
     employ of the Company, except that the Employee is so obligated if such
     Invention involves the utilization of Proprietary Information obtained
     while in the employ of the Company. The Employee is not obligated to assign
     any Invention which relates to or would be useful in any business or
     activities in which the Company is engaged if such Invention was conceived
     and reduced to practice by the Employee prior to the Employee's employment
     with the Company, and if such Invention is listed on the attached Exhibit
     A.
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     9. Remedies

          9.1 The Employee agrees and acknowledges that the violation of any of
     the covenants or agreements contained in Section 3, 4, 5, 6, 7 and 8 of
     this Agreement would cause irreparable injury to the Company, that the
     remedy at law for any such violation or threatened violation thereof would
     be inadequate, and that the Company will be entitled, in addition to any
     other remedy, to temporary and permanent injunctive or other equitable
     relief without the necessity of proving actual damages.

     10. Excise Tax Limitation

          10.1 Anything in this Agreement to the contrary notwithstanding, in
     the event it shall be determined that any payment or distribution by the
     Company to or for the benefit of the Employee (whether paid or payable or
     distributed or distributable pursuant to the terms of this Agreement or
     otherwise) (the "Total Payments") would be subject to the excise tax
     imposed under Section 4999 of the Internal Revenue Code of 1986, as amended
     (the "Code"), the payments due hereunder shall be reduced, prior to
     reduction of Total Payments under any other agreement or program, such that
     the Employee shall be entitled to receive Total Payments not to exceed 2.99
     times the Employee's applicable "base amount" under Section 280G of the
     Code.

     11. General Provisions

          11.1 Nothing contained herein shall limit the right of the Company or
     the Employee to terminate or alter the terms of the Employee's employment
     prior to a Termination.

          11.2 If any provisions of this Agreement are determined to be invalid,
     the remaining provisions will remain in full force and effect to the
     fullest extent permitted by law.

          11.3 This Agreement will be binding upon and inure to the benefit of
     the Company and any successor of the Company, including any corporation
     which acquires (by merger, consolidation or otherwise) all or substantially
     all the assets of the Company (which successor, after it acquires all or
     substantially all the assets of the Company, will be the "Company" for the
     purposes of this Agreement). This Agreement will be binding upon and inure
     to the benefit of (and be enforceable by) the Employee and, after the
     Employee dies or is determined not to be competent, the Employee's
     executors or other legal representatives.

          11.4 The Employee will be entitled to the payments specified in
     Section 2 without regard to whether the Employee seeks or obtains other
     employment after a Termination and without reduction for any compensation
     received from other employment after the Termination.

          11.5 Any notices or other communications under or relating to this
     Agreement must be in writing and will be deemed given on the day on which
     it is delivered in person or by overnight courier service or sent by
     facsimile transmission (with a confirmation from the sending facsimile
     machine indicating receipt at the number to which sent), or on the third
     business day after the day on which it is sent from within the United
     States of America by first class mail, addressed (i) if to the Company or
     its Board of Directors, at the principal offices of the Company, attention
     General Counsel and (ii) if to the Employee, to the Employee's office or to
     the Employee's home address as shown on the personnel records of the
     Company, or at such other address as is specified by the Employee to the
     Company after the date of this Agreement in the manner provided in this
     Section.

          11.6 This Agreement and the CIC Agreement together contain the entire
     agreement of the parties with respect to the subject matter of this
     Agreement and supersede all prior employment agreements and other
     agreements and understandings with respect to that subject matter, whether
     oral or written. This Agreement may be amended only by a writing signed by
     the Company, with the approval of its Board of Directors, and the Employee.

          11.7 The Company may withhold from payments it is required to make
     under this Agreement and from other payments of compensation to the
     Employee all sums, including taxes, which the Company determines it is
     required by law to withhold because of payments made under this Agreement.
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          11.8 This Agreement will be governed by, and construed under, the laws
     of the State of Delaware applicable to contracts made and to be performed
     in that state.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year shown on the first page.

                                          HEALTHCARE RECOVERIES, INC.

                                          By:
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                                                   Patrick B. McGinnis
                                          President and Chief Executive Officer

                                          --------------------------------------
                                                        [Employee]