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                                                                   EXHIBIT 10.23

                                    EXECUTIVE
                              EMPLOYMENT AGREEMENT

                                 P R E A M B L E

         This Executive Employment Agreement defines the essential terms and
         conditions of our employment relationship with you. The subjects
         covered in this Agreement are vitally important to you and to the
         Company. Thus, you should read the document carefully and ask any
         questions before signing the Agreement. Given the importance of these
         matters to you and the Company, all executives shall sign the Agreement
         as a condition of employment.

         This EMPLOYMENT AGREEMENT, dated and effective this 4th day of October,
2002 is entered into by and between Forethought Financial Services, Inc.
("Company"), and Stephen R. Lang ("Executive").

                              W I T N E S S E T H:

         WHEREAS, the Company and its affiliated entities are engaged in the
death care, healthcare, funeral services industries and the business of
providing various financial services to and through the funeral industry
throughout the United States and North America, including various insurance and
trust products through which customers can fund their funeral on a pre-need
basis;

         WHEREAS, the Company is willing to continue the employment of the
Executive in an executive capacity and Executive desires to continue to be
employed by the Company in such capacity based upon the terms and conditions set
forth in this Agreement;

         WHEREAS, the Executive previously entered into an employment agreement
with Company dated January 19, 2000 (the "Prior Agreement"), and the parties
hereto want to terminate the Prior Agreement and enter into this Agreement.

         WHEREAS, in the course of the employment contemplated under this
Agreement, it will be necessary for Executive to acquire knowledge of certain
trade secrets and other confidential and proprietary information regarding the
Company as well as its parent, subsidiary and/or affiliated entities
(hereinafter jointly referred to as the "Companies") and prior to the execution
of this Agreement Executive has acquired knowledge of certain trade secrets and
other confidential and proprietary information regarding the Companies; and

         WHEREAS, the Company and Executive (collectively referred to herein as
the "Parties") acknowledge and agree that the execution of this Agreement is
necessary to memorialize the terms and conditions of their employment
relationship as well as safeguard against the unauthorized disclosure or use of
the Company's confidential information and to otherwise preserve the goodwill
and ongoing business value of the Company;

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         NOW THEREFORE, in consideration of Executive's employment, the
Company's willingness to disclose certain confidential and proprietary
information to Executive and the mutual covenants contained herein as well as
other good and valuable consideration, the receipt of which is hereby
acknowledged, the Parties agree as follows:

1.       Employment. The Company agrees to employ Executive and Executive agrees
         to serve as President and CEO.

2.       Duties. Executive agrees to perform all duties and responsibilities
         traditionally assigned to, or falling within the normal
         responsibilities of, an individual employed in the above-referenced
         position. Executive also agrees to perform any and all additional
         duties or responsibilities as may be assigned by the Company or the CEO
         of Hillenbrand Industries, Inc. ("Hillenbrand") in their sole
         discretion.

3.       Best Efforts and Duty of Loyalty. During the term of employment with
         the Company, Executive covenants and agrees to perform all assigned
         duties in a diligent and professional manner and in the best interest
         of the Company. Executive agrees to devote his full working time,
         attention, talents, skills and best efforts to further the Company's
         business and agrees not to take any action, or make any omission, that
         deprives the Company of any business opportunities or otherwise act in
         a manner that conflicts with the best interest of the Company or is
         otherwise detrimental to its business. Executive agrees not to engage
         in any outside business activity, whether or not pursued for gain,
         profit or other pecuniary advantage, without the express written
         consent of the Company. Executive shall act at all times in accordance
         with the Hillenbrand Handbook of Ethical Business Conduct, the
         Corporate Compliance Handbook and all other applicable policies which
         may exist or be adopted by the Company from time to time.

4.       At-Will Employment. Subject to the terms and conditions set forth
         below, Executive specifically acknowledges and accepts such employment
         on an "at-will" basis and agrees that both Executive and the Company
         retain the right to terminate this relationship at any time, with or
         without cause, for any reason not prohibited by applicable law upon
         proper notice. Executive acknowledges that nothing in this Agreement is
         intended to create, nor should be interpreted to create, an employment
         contract for any specified length of time between the Company and
         Executive.

5.       Compensation. For all services rendered by Executive on behalf of, or
         at the request of, the Company, Executive shall be paid as follows:

         (a)      A base salary at the bi-weekly rate of Eight Thousand, Seven
                  Hundred Sixty-nine Dollars and Twenty-three Cents ($8,769.23),
                  less usual and ordinary deductions;

         (b)      Incentive compensation, payable solely at the discretion of
                  the Company, pursuant to the Company's Exempt Employee
                  Executive Compensation Program or any other program as the
                  Company may establish in its sole discretion including the
                  arrangement summarized in Exhibit B attached hereto; and

         (c)      Such additional compensation, benefits and perquisites as the
                  Company may deem appropriate.

         Notwithstanding anything contained herein to the contrary, Executive
         acknowledges that the Company specifically reserves the right to make
         changes to Executive's compensation in its sole discretion including,
         but not limited to, modifying or eliminating a compensation component,
         provided that if any such changes result in a reduction of compensation
         or benefits. Such

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         reduction shall be consistent with reductions generally imposed on
         other executive officers of the Company. The Parties agree that such
         changes shall be deemed effective immediately and a modification of
         this Agreement unless, within fourteen (14) days after receiving notice
         of such change, Executive exercises his right to terminate this
         Agreement without cause. The Parties anticipate that Executive's
         compensation structure will be reviewed on an annual basis but
         acknowledge that the Company shall have no obligation to do so.

6.       Direct Deposit. As a condition of employment, and within thirty (30)
         days of the effective date of this Agreement, Executive agrees to make
         all necessary arrangements to have all sums paid pursuant to this
         Agreement direct deposited into one or more bank accounts as designated
         by Executive.

7.       Warranties and Indemnification. Executive warrants that he is not a
         party to any contract, restrictive covenant, or other agreement
         purporting to limit or otherwise adversely affecting his ability to
         secure employment with any third party. Alternatively, should any such
         agreement exist, Executive warrants that the contemplated services to
         be performed hereunder will not violate the terms and conditions of any
         such agreement. In either event, Executive agrees to fully indemnify
         and hold the Company harmless from any and all claims arising from, or
         involving the enforcement of, any such restrictive covenants or other
         agreements.

8.       Restricted Duties. Executive agrees not to disclose, or use for the
         benefit of the Company, any confidential or proprietary information
         belonging to any predecessor employer that otherwise has not been made
         public and further acknowledges that the Company has specifically
         instructed him not to disclose or use such confidential or proprietary
         information. Based on his understanding of the anticipated duties and
         responsibilities hereunder, Executive acknowledges that such duties and
         responsibilities will not compel the disclosure or use of any such
         confidential and proprietary information.

9.       Termination Without Cause. Executive's employment may be terminated at
         any time, without cause, by either party upon sixty (60) days' advance
         written notice or pay in lieu of notice. In such event, Executive shall
         only be entitled to such compensation, benefits and perquisites which
         have been paid or fully accrued as of the effective date of his
         separation.

10.      Termination With Cause. Executive's employment may be terminated at any
         time "for cause" without notice or prior warning. For purposes of this
         Agreement, "cause" shall be defined as set forth in that certain
         Retention Agreement between the Company and Executive dated as of
         October 8, 2001.

         Upon the occurrence or discovery of any event covered by the definition
         of "cause" above, the Company shall have the right to terminate
         Executive's employment, effective immediately, by providing notice
         thereof to Executive without further obligation to him, other than
         accrued wages or other accrued benefits of employment (collectively
         referred to herein as "Accrued Obligations"), which shall be paid in
         accordance with the Company's past practice and applicable law.

11.      Termination Due to Death or Disability. In the event Executive dies or
         suffers a disability (as defined herein) during the term of employment,
         this Agreement shall automatically be terminated on the date of such
         death or disability without further obligation on the part of the
         Company other than the payment of Accrued Obligations. For purposes of
         this Agreement, Executive shall be considered to have suffered a
         "disability" upon the occurrence of one or more of the following
         events:

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         (i)      Executive becomes eligible for or receives any benefits
                  pursuant to any disability insurance policy as a result of a
                  determination under such policy that Executive is permanently
                  disabled;

         (ii)     Executive becomes eligible for or receives any disability
                  benefits under the Social Security Act; or

         (iii)    A good faith determination by the Company that Executive is
                  and will likely remain unable to perform the essential
                  functions of his duties or responsibilities hereunder on a
                  full-time basis, with or without reasonable accommodation, as
                  a result of any mental or physical impairment.

         Notwithstanding anything expressed or implied above to the contrary,
         the Company agrees to fully comply with its obligations under the
         Americans with Disabilities Act as well as any other applicable
         federal, state, or local law, regulation, or ordinance governing the
         protection of individual with such disabilities as well as the
         Company's obligation to provide reasonable accommodation thereunder.

12.      Severance Payments. In the event Executive's employment is terminated
         by the Company without cause, and subject to the normal terms and
         conditions imposed by the Company (including those set forth herein and
         in the attached Separation and Release Agreement), Executive shall be
         eligible to receive severance pay based upon his base salary at the
         time of termination for a period determined in accordance with any
         guidelines as may be established by the Company or for a period up to
         six (6) months (whichever is longer). No severance pay shall be paid if
         Executive voluntarily leaves the Company's employ or is terminated for
         cause. Any severance pay made payable hereunder shall be paid in lieu
         of, and not in addition to, any notice pay or other accrued
         compensation. Additionally, such severance pay is contingent upon
         Executive fully complying with the restrictive covenants contained
         herein and executing a Separation and Release Agreement in a form not
         substantially different from that attached to this Agreement as Exhibit
         A. Further, the Company's obligation to provide severance shall be
         deemed null and void should Executive fail or refuse to execute the
         Separation and Release Agreement in such form within any time period as
         may be proscribed by law or, in absence thereof, fourteen (14) days.

13.      Additional Payment.

(a)      Notwithstanding anything in this Agreement to the contrary, in the
         event that any payment, award, benefit or distribution (or any
         acceleration of any payment, award, benefit or distribution) by the
         Company or any affiliate which effectuates a change in ownership or
         effective control of the Company or a change in the ownership of a
         substantial portion of the assets of the Company, in either case,
         within the meaning of Section 280G(b)(2)(A)(i) of the Code and the
         regulations promulgated thereunder (a "Change in Ownership"), to or for
         the benefit of Executive (the "Payments") would be subject to the
         excise tax imposed by Section 4999 of the Code, or any interest or
         penalties are incurred by Executive with respect to such excise tax
         (such excise tax, together with any such interest and penalties, are
         hereinafter collectively referred to as the "Excise Tax"), then, the
         Company shall pay to Executive an additional payment (a "Gross-Up
         Payment") in an amount such that after payment by Executive of all
         taxes (including any Excise Tax) imposed upon the Gross-Up Payment,
         Executive retains an amount of the Gross-Up Payment equal to the Excise
         Tax imposed upon the Payments. For purposes of

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         determining the amount of the Gross-Up Payment, Executive shall be
         deemed to (A) pay federal income taxes at the highest marginal rates of
         federal income taxes at the highest marginal rate of taxation for the
         calendar year in which the Gross-Up Payment is to be made and, (B) pay
         applicable state and local income taxes at the highest marginal rate of
         taxation for the calendar year in which the Gross-Up Payment is to be
         made, net of the maximum reduction in federal income taxes which could
         be obtained from deduction of such state and local taxes.
         Notwithstanding the foregoing provisions of this Section 13(a), if it
         shall be determined that Executive is entitled to a Gross-Up Payment,
         but that the Payments would not be subject to the Excise Tax if the
         Payments were reduced by an amount that is less than $20,000 (U.S.),
         then the amounts payable to Executive under this Agreement shall be
         reduced (but not below zero) to the maximum amount that could be paid
         to Executive without giving rise to the Excise Tax (the "Safe Harbor
         Cap"), and no Gross-Up Payment shall be made to Executive. The
         reduction of the amounts payable hereunder, if applicable, shall be
         made by reducing first the payments as elected by Executive. For
         purposes of reducing the Payments to the Safe Harbor Cap, only amounts
         payable under this Agreement (and no other Payments) shall be reduced.
         If the reduction of the amounts payable hereunder would not result in a
         reduction of the Payments to the Safe Harbor Cap, no amounts payable
         under this Agreement shall be reduced pursuant to this provision.

         (b)      Subject to the provisions of Section 13(a), all determinations
                  required to be made under this Section 13, including whether
                  and when a Gross-Up Payment is required, the amount of such
                  Gross-Up Payment and the assumptions to be utilized in
                  arriving at such determinations, shall be made by the public
                  accounting firm that is retained by the Company as of the date
                  immediately prior to the Change in Ownership (the "Accounting
                  Firm") which shall provide detailed supporting calculations
                  both to the Company and Executive within fifteen (15) business
                  days of the receipt of notice from the Company or Executive
                  that there has been a Payment, or such earlier time as is
                  requested by the Company (collectively, the "Determination").
                  In the event that the Accounting Firm is serving as accountant
                  or auditor for the individual, entity or group effecting the
                  Change in Ownership, Executive may appoint another U.S.
                  nationally recognized public accounting firm to make the
                  determinations required hereunder (which accounting firm shall
                  then be referred to as the Accounting Firm hereunder). All
                  fees and expenses of the Accounting Firm shall be borne solely
                  by the Company and the Company shall enter into any agreement
                  requested by the Accounting Firm in connection with the
                  performance of the services hereunder. The Gross-Up Payment
                  under this Section 13(a) with respect to any Payments made to
                  Executive shall be made no later than thirty (30) days
                  following such Payment. If the Accounting Firm determines that
                  no Excise Tax is payable by Executive, it shall furnish
                  Executive with a written opinion to such effect, and to the
                  effect that failure to report the Excise Tax, if any, on
                  Executive's applicable federal income tax return should not
                  result in the imposition of a negligence or similar penalty.
                  In the event the Accounting Firm determines that the Payments
                  shall be reduced to the Safe Harbor Cap, it shall furnish
                  Executive with a written opinion to such effect. The
                  Determination by the Accounting Firm shall be binding upon the
                  Company and Executive.

         (c)      As a result of the uncertainty in the application of Section
                  4999 of the Code at the time of the Determination, it is
                  possible that Gross-Up Payments which will not have been made
                  by the Company should have been made ("Underpayment") or
                  Gross-Up Payments are made by the Company which should not
                  have been made ("Overpayment"), consistent with the
                  calculations required to be made hereunder. In the event that
                  Executive thereafter is required to make payment of any Excise
                  Tax or additional Excise Tax, the

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                  Accounting Firm shall determine the amount of the Underpayment
                  that has occurred and any such Underpayment (together with
                  interest at the rate provided in Section 1274(b)(2)(B) of the
                  Code) shall be promptly paid by the Company to or for the
                  benefit of Executive. In the event the amount of the Gross-Up
                  Payment exceeds the amount necessary to reimburse Executive
                  for his Excise Tax, the Accounting Firm shall determine the
                  amount of the Overpayment that has been made and any such
                  Overpayment (together with interest at the rate provided in
                  Section 1274(b)(2) of the Code) shall be promptly paid by
                  Executive (to the extent he has received a refund if the
                  applicable Excise Tax has been paid to the Internal Revenue
                  Service) to or for the benefit of the Company. Executive shall
                  cooperate, to the extent his expenses are reimbursed by the
                  Company, with any reasonable requests by the Company in
                  connection with any contest or disputes with the Internal
                  Revenue Service in connection with the Excise Tax.

         (d)      The parties hereto agree that this Section 13 supercedes
                  paragraphs 4 of the Retention Agreement by and between the
                  Company and the Executive dated October 8, 2001 (the
                  "Retention Agreement") and of the Change in Control Agreement
                  by and between Hillenbrand and the Executive (the "CIC
                  Agreement") and such paragraphs 4 shall no longer be in effect
                  upon the sale of the stock of the Company by Hillenbrand.

         (e)      The parties hereto agree that if amounts are payable under the
                  Retention Agreement with respect to a transaction or series of
                  transactions no payments or benefits shall be payable under
                  the CIC Agreement with respect to the same transaction or
                  series of transactions.

14.      Assignment of Rights.

         (a)      Copyrights. Executive agrees that all works of authorship
                  fixed in any tangible medium of expression by him during the
                  term of this Agreement and the Prior Agreement relating to the
                  Company's, Hillenbrand Industries Inc.'s or any of either
                  company's affiliates' ("Affiliate" and collectively with the
                  Company and Hillenbrand the "Group") business ("Works"),
                  either solely or jointly with others, shall be and remain
                  exclusively the property of the Company or, if applicable
                  other member of the Group. Each such Work created by Executive
                  is a "work made for hire" under the copyright law and the
                  Company or, if applicable, other members of the Group may file
                  applications to register copyright in such Works as author and
                  copyright owner thereof. If, for any reason, a Work created by
                  Executive is excluded from the definition of a "work made for
                  hire" under the copyright law, then Executive does hereby
                  assign, sell, and convey to the Company or, if applicable,
                  other members of the Group, the entire rights, title, and
                  interests in and to such Work, including the copyright
                  therein, to the Company or, if applicable, other members of
                  the Group. Executive will execute any documents which the
                  Company or, if applicable, other members of the Group, deems
                  necessary in connection with the assignment of such Work and
                  copyright therein. Executive will take whatever steps and do
                  whatever acts the Company or, if applicable, other members of
                  the Group, requests, including, but not limited to, placement
                  of the Company's proper copyright notice on Works created by
                  Executive to secure or aid in securing copyright protection in
                  such Works and will assist the Company or, if applicable,
                  other members of the Group, or their nominees in filing
                  applications to register claims of copyright in such Works.
                  The Company or, if applicable, other members of the Group,
                  shall have free and unlimited access at all times to all Works
                  and all copies thereof and shall have the right to claim and
                  take possession on demand of such Works and copies.

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         (b)      Inventions. Executive agrees that all discoveries, concepts,
                  and ideas, whether patentable or not, including, but not
                  limited to, apparatus, processes, methods, compositions of
                  matter, techniques, and formulae, as well as improvements
                  thereof or know-how related thereto, relating to any present
                  or prospective product, process, or service of any member of
                  the Group ("Inventions") that Executive conceives or makes
                  during the term of this Agreement and the Prior Agreement
                  relating to the business of any member of the Group, shall
                  become and remain the exclusive property of the Company or
                  other member of the Group, if applicable, whether patentable
                  or not, and Executive will, without royalty or any other
                  consideration:

                  (i)      inform the Company or other members of the Group, if
                           applicable, promptly and fully of such Inventions by
                           written reports, setting forth in detail the
                           procedures employed and the results achieved;

                  (ii)     assign to the Company or other members of the Group,
                           if applicable, all of his rights, title, and
                           interests in and to such Inventions, any applications
                           for United States and foreign Letters Patent, any
                           United States and foreign Letters Patent, and any
                           renewals thereof granted upon such Inventions;

                  (iii)    assist the Company or other members of the Group, if
                           applicable, or their nominees, at the expense of the
                           Company, to obtain such United States and foreign
                           Letters Patent for such Inventions as the Company or
                           other members of the Group, if applicable, may elect;
                           and

                  (iv)     execute, acknowledge, and deliver to the Company, or
                           other members of the Group, at the expense of the
                           appropriate member of the Group such written
                           documents and instruments, and do such other acts,
                           such as giving testimony in support of his
                           inventorship, as may be necessary in the opinion of
                           the Company, or other member of the Group, to obtain
                           and maintain United States and foreign Letters Patent
                           upon such Inventions and to vest the entire rights
                           and title thereto in the Company, or other member of
                           the Group, and to confirm the complete ownership by
                           the Company, or other member of the Group, of such
                           Inventions, patent applications, and patents.

15.      Company Property. All records, files, drawings, documents, equipment,
         and the like relating to, or provided by, any member of the Group,
         shall be and remain the sole property of the appropriate member of the
         Group. Upon termination of employment, Executive shall immediately
         return to the appropriate member of the Group, all such items without
         retention of any copies. De minimis items such as pay stubs, 401(k)
         plan summaries, employee bulletins, and the like are excluded from this
         requirement.

16.      Confidential Information. Executive acknowledges that the Group
         possesses certain trade secrets as well as other confidential and
         proprietary information that they have acquired or will acquire at
         great effort and expense. Such information may include, without
         limitation, confidential information regarding the Group's products and
         services, marketing strategies, business plans, operations, costs,
         current or prospective customer information (including customer
         contacts, requirements, creditworthiness and like matters), product
         concepts, designs, prototypes or specifications, research and
         development efforts, technical data and know-how, sales information,
         including pricing and other terms and conditions of sale, financial
         information, internal procedures, techniques, forecasts, methods, trade
         information, trade secrets, software programs, project requirements,
         inventions, trademarks, trade names, and similar information regarding
         the

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         Group's business (collectively referred to herein as "Confidential
         Information"). Executive further acknowledges that, as a result of his
         employment with the Company, Executive will have access to, will become
         acquainted with, and/or may help develop, such Confidential
         Information.

17.      Restricted Use of Confidential Information. Executive agrees that all
         Confidential Information is and shall remain the sole and exclusive
         property of the Group. Except as may be expressly authorized by the
         appropriate member of the Group in writing, Executive agrees not to
         disclose, or cause any other person or entity to disclose, any
         Confidential Information to any third party while employed by the
         Company and for as long thereafter as such information remains
         confidential (or as limited by applicable law). Further, Executive
         agrees to use such Confidential Information only in the course of
         Executive's duties in furtherance of the Company's business and agrees
         not to make use of any such Confidential Information for Executive's
         own purposes or for the benefit of any other entity or person.

18.      Acknowledged Need for Limited Restrictive Covenants. Executive
         acknowledges that the Group has spent and will continue to expend
         substantial amounts of time, money and effort to develop its business
         strategies, Confidential Information, customer relationships, goodwill
         and employee relationships, and that Executive will benefit from these
         efforts. Further, Executive acknowledges the inevitable use of, or
         near-certain influence by his knowledge of, the Confidential
         Information disclosed to Executive during the course of employment if
         allowed to compete against any member of the Group in an unrestricted
         manner and that such use would be unfair and extremely detrimental to
         each member of the Group. Accordingly, based on these legitimate
         business reasons, Executive acknowledges and agrees that each member of
         the Group other than the Company is a third party beneficiary of this
         Agreement and acknowledges and agrees that each member of the Group may
         enforce its rights under this Agreement and acknowledges each member of
         the Group's need to protect its legitimate business interests by
         reasonably restricting Executive's ability to compete with the Group on
         a limited basis.

19.      Non-Solicitation. During Executive's employment and for a period of two
         years thereafter, Executive agrees not to directly or indirectly engage
         in the following prohibited conduct:

         (a)      Solicit, offer products or services to, accept orders from, or
                  otherwise transact business with, any customer or entity with
                  whom Executive had contact or transacted any business during
                  the eighteen (18) month period preceding Executive's date of
                  separation or about whom Executive possessed, or had access
                  to, confidential and proprietary information;

         (b)      Attempt to entice or otherwise cause any third party to
                  withdraw, curtail or cease doing business with the Group,
                  specifically including customers, venders, independent
                  contractors and other third party entities;

         (c)      Disclose to any person or entity the identities, contacts or
                  preferences of any customers of the Group, or the identity of
                  any other persons or entities having business dealings with
                  the Group;

         (d)      Induce any individual who has been employed by or had provided
                  services to the Group within the six (6) month period
                  immediately preceding the effective date of Executive's
                  separation to terminate such relationship with the Group;

         (e)      Offer employment to, accept employment inquiries from, or
                  employ any individual who is or had been employed by the Group
                  at any time within the six (6) month period immediately
                  preceding such offer or inquiry; or

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         (f)      Otherwise attempt to directly or indirectly interfere with the
                  Group's business or its relationship with its employees,
                  consultants, independent contractors or customers.

20.      Limited Non-Compete. For the above reasons, and as a condition of
         employment to the fullest extent permitted by law, Executive agrees
         during the Relevant Non-Compete Period not to directly or indirectly
         engage in the following competitive activities:

         (a)      Executive shall not have any ownership interest in, work for,
                  advise, consult, or have any business connection or business
                  or employment relationship with any Competitor unless
                  Executive provides written notice to the affected member of
                  the Group of such relationship prior to entering into such
                  relationship and, further, provides sufficient written
                  assurances to the affected member of the Group's satisfaction
                  that such relationship will not jeopardize that Group member's
                  legitimate interests or otherwise violate the terms of this
                  Agreement;

         (b)      Executive shall not engage in any research, development,
                  production, sale or distribution of any Competitive Products,
                  specifically including any products or services relating to
                  those for which Executive had responsibility for the eighteen
                  (18) month period preceding Executive's date of separation;

         (c)      Executive shall not market, sell, or otherwise offer or
                  provide any Competitive Products within the applicable
                  Geographic Territory, specifically including any products or
                  services relating to those for which Executive had
                  responsibility for the eighteen (18) month period preceding
                  Executive's date of separation; and

         (d)      Executive shall not distribute, market, sell or otherwise
                  offer or provide any Competitive Products to any customer of
                  the Group with whom Executive had contact (either directly or
                  indirectly) or for which Executive had responsibility at any
                  time during the eighteen (18) month period preceding
                  Executive's date of separation.

21.      Non-Compete Definitions. For purposes of this Agreement, the Parties
         agree that the following terms shall apply:

         (a)      "Competitive Products" shall include any product or service
                  that directly or indirectly competes with, is substantially
                  similar to, or serves as a reasonable substitute for, any
                  product or service in research, development or design, or
                  manufactured, produced, sold or distributed by any member of
                  the Group;

         (b)      "Competitor" shall include any person or entity that offers or
                  plans to offer any Competitive Products;

         (c)      "Geographic Territory" shall include any territory formally
                  assigned to Executive as well as all territories in which
                  Executive has provided any services, sold any products or
                  otherwise had responsibility at any time during the eighteen
                  (18) month period preceding Executive's date of separation;

         (d)      "Relevant Non-Compete Period" shall include the period of
                  Executive's employment with the Company as well as a period of
                  two (2) years after such employment is terminated, regardless
                  of the reason for such termination provided, however, that
                  this period shall be reduced to the greater of (i) six (6)
                  months or (ii) the total length of

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                  Executive's employment with the Company, including employment
                  with a parent, subsidiary or affiliated entity, if such
                  employment is less than eighteen (18) months;

         (e)      "Directly or indirectly" shall be construed such that the
                  foregoing restrictions shall apply equally to Executive
                  whether performed individually or as a partner, shareholder,
                  officer, director, manager, employee, salesman, independent
                  contractor, broker, agent, or consultant for any other
                  individual, partnership, firm, corporation, company, or other
                  entity engaged in such conduct.

22.      Consent to Reasonableness. In light of the above-referenced concerns,
         including Executive's knowledge of and access to the Group's
         Confidential Information, Executive acknowledges that the terms of the
         foregoing restrictive covenants are reasonable and necessary to protect
         the Group's legitimate business interests and will not unreasonably
         interfere with Executive's ability to obtain alternate employment. As
         such, Executive hereby agrees that such restrictions are valid and
         enforceable, and affirmatively waives any argument or defense to the
         contrary. The Executive agrees that he has the affirmative duty to
         notify future employers of the provisions of Sections 15 through 26
         hereof.

23.      Survival of Restrictive Covenants. Executive acknowledges that the
         above restrictive covenants shall survive the termination of this
         Agreement and the termination of Executive's employment for any reason.
         Executive further acknowledges that any alleged breach by any member of
         the Group of any contractual, statutory or other obligation shall not
         excuse or terminate the obligations hereunder or otherwise preclude any
         member of the Group from seeking injunctive or other relief. Rather,
         Executive acknowledges that such obligations are independent and
         separate covenants undertaken by Executive for the benefit of the
         Company and the other members of the Group.

24.      Effect of Transfer to Affiliate. Executive acknowledges that the above
         restrictive covenants shall survive, and be extended to cover, the
         transfer of Executive from the Company to its parent, subsidiary,
         sister corporation or any other Affiliate. Specifically, in the event
         of Executive's temporary or permanent transfer to an Affiliate, he
         agrees that the foregoing restrictive covenants shall remain in force
         so as to continue to protect the Group for the duration of the
         non-compete period, measured from his effective date of transfer to an
         Affiliate. Additionally, Executive acknowledges that this Agreement
         shall be deemed to have been automatically assigned to the Affiliate as
         of his effective date of transfer such that the above-referenced
         restrictive covenants (as well as all other terms and conditions
         contained herein) shall be construed thereafter to protect the
         legitimate business interests and goodwill of the Affiliate as if
         Executive and the Affiliate had independently entered into this
         Agreement. Executive's acceptance of his transfer to, and subsequent
         employment by, the Affiliate shall serve as consideration for (as well
         as be deemed as evidence of his consent to) the assignment of this
         Agreement to the Affiliate as well as the extension of such restrictive
         covenants to the Affiliate. Executive agrees that this provision shall
         apply with equal force to any subsequent transfers of Executive from
         one Affiliate to another Affiliate.

25.      Scope of Restrictions. If the scope of any restriction contained in any
         preceding paragraphs of this Agreement is deemed too broad to permit
         enforcement of such restriction to its fullest extent, then such
         restriction shall be enforced to the maximum extent permitted by law,
         and Executive hereby consents and agrees that such scope may be
         judicially modified accordingly in any proceeding brought to enforce
         such restriction.

                                    - 10 -

<PAGE>

26.      Specific Enforcement/Injunctive Relief. Executive agrees that it would
         be difficult to measure any damages to the Group from a breach of the
         above-referenced restrictive covenants, but that such damages would be
         great, incalculable and irremedial, and that monetary damages alone
         would be an inadequate remedy. Accordingly, Executive agrees that any
         member of the Group shall be entitled to immediate injunctive relief
         against such breach, or threatened breach, in any court having
         jurisdiction. In addition, if Executive violates any such restrictive
         covenant, Executive agrees that the period of such violation shall be
         added to the term of the restriction. In determining the period of any
         violation, the Parties stipulate that in any calendar month in which
         Executive engages in any activity violative of such provisions,
         Executive shall be deemed to have violated such provision for the
         entire month, and that month shall be added to the duration of the
         non-competition provision. Executive acknowledges the consideration
         received from the members of the Group in exchange for these
         restrictive covenants and further acknowledges that the remedies
         described above shall not be the exclusive remedies, and any member of
         the Group may seek any other remedy available to it either in law or in
         equity, including the recovery of compensatory or punitive damages.
         Executive further agrees that the member of the Group shall be entitled
         to an award of all costs and attorneys' fees incurred by it in any
         attempt to enforce the terms of this Agreement.

27.      Publicly Traded Stock. The Parties agree that nothing contained in this
         Agreement shall be construed to prohibit Executive from investing his
         personal assets in any stock or corporate security traded or quoted on
         a national securities exchange or national market system provided,
         however, such investments do not require any services on the part of
         Executive in the operation or the affairs of the business or otherwise
         violate the Hillenbrand Handbook of Ethical Business Conduct or
         successive handbook thereto.

28.      Titles. Titles are used for the purpose of convenience in this
         Agreement and shall be ignored in any construction of it.

29.      Severability. The Parties agree that each and every paragraph,
         sentence, clause, term and provision of this Agreement is severable and
         that, in the event any portion of this Agreement is adjudged to be
         invalid or unenforceable, the remaining portions thereof shall remain
         in effect and be enforced to the fullest extent permitted by law.
         Further, should any particular clause, covenant, or provision of this
         Agreement be held unreasonable or contrary to public policy for any
         reason, the Parties acknowledge and agree that such covenant, provision
         or clause shall automatically be deemed modified such that the
         contested covenant, provision or clause will have the closest effect
         permitted by applicable law to the original form and shall be given
         effect and enforced as so modified to whatever extent would be
         reasonable and enforceable under applicable law.

30.      Choice of Forum. Executive acknowledges that the Company is primarily
         based in Indiana, and Executive understands and acknowledges the
         Company's desire and need to defend any litigation against it in
         Indiana. Accordingly, the Parties agree that any claim of any type
         brought by Executive against the Company, any other member of the
         Group, or any of their employees or agents must be maintained only in a
         court sitting in Marion County, Indiana, or Ripley County, Indiana, or,
         if a federal court, the Southern District of Indiana, Indianapolis
         Division. Executive further understands and acknowledges that in the
         event any member of the Group initiates litigation against Executive,
         such member may need to prosecute such litigation in such state where
         the Executive is subject to personal jurisdiction. Accordingly, for
         purposes of enforcement of this Agreement, Executive specifically
         consents to personal jurisdiction in the State of Indiana as well as
         any state in which resides a customer assigned to the Executive.

                                    - 11 -

<PAGE>

31.      Choice of Law. This Agreement shall be deemed to have been made within
         the County of Ripley, State of Indiana and shall be interpreted and
         construed in accordance with the laws of the State of Indiana. Any and
         all matters of dispute of any nature whatsoever arising out of, or in
         any way connected with the interpretation of this Agreement, any
         disputes arising out of the Agreement or the employment relationship
         between the Parties hereto, shall be governed by, construed by and
         enforced in accordance with the laws of the State of Indiana without
         regard to any applicable state's choice of law provisions.

32.      Assignment-Notices. The rights and obligations of the Company under
         this Agreement shall inure to its benefit, as well as the benefit of
         its parent, subsidiary, successor and affiliated entities, and shall be
         binding upon the successors and assigns of the Company. This Agreement,
         being personal to Executive, cannot be assigned by Executive, but his
         personal representative shall be bound by all its terms and conditions.
         Any notice required hereunder shall be sufficient if in writing and
         mailed to the last known residence of Executive or to the Company at
         its principal office with a copy mailed to the Office of General
         Counsel.

33.      Amendments and Modifications. Except as specifically provided herein,
         no modification, amendment, extension or waiver of this Agreement or
         any provision hereof shall be binding upon the Company or Executive
         unless in writing and signed by both Parties. The waiver by the Company
         of a breach of any provision of this Agreement by Executive shall not
         be construed as a waiver of any subsequent breach. Nothing in this
         Agreement shall be construed as a limitation upon the Company's right
         to modify or amend any of its manuals or policies in its sole
         discretion and any such modification or amendment which pertains to
         matters addressed herein shall be deemed to be incorporated herein and
         made a part of this Agreement.

34.      Outside Representations. Executive represents and acknowledges that in
         signing this Agreement he does not rely, and has not relied, upon any
         representation or statement made by the Company, any affiliates or by
         any of the Company's or any affiliates' employees, officers, agents,
         stockholders, directors or attorneys with regard to the subject matter,
         basis or effect of this Agreement other than those specifically
         contained herein.

35.      Voluntary and Knowing Execution. Executive acknowledges that he has
         been offered a reasonable amount of time within which to consider and
         review this Agreement; that he has carefully read and fully understands
         all of the provisions of this Agreement; and that he has entered into
         this Agreement knowingly and voluntarily.

36.      Entire Agreement. This Agreement constitutes the entire employment
         agreement between the Parties hereto concerning the subject matter
         hereof and shall supersede and terminate the Prior Agreement and all
         other prior and contemporaneous agreements between the Parties in
         connection with the subject matter of this Agreement. Nothing in this
         Agreement, however, shall affect any separately-executed written
         agreement addressing any other issues (e.g., the Inventions,
         Improvements, Copyrights and Trade Secrets Agreement, etc.) or the
         Retention Agreement by and between the Executive and the Company or the
         Change in Control Agreement by and between the Executive and
         Hillenbrand.

                                    - 12 -

<PAGE>

         IN WITNESS WHEREOF, the Parties have signed this Agreement effective as
of the day and year first above written.

EXECUTIVE                                   FORETHOUGHT FINANCIAL SERVICES, INC.

Signed: ______________________________      By: ________________________________

Printed: _____________________________      Title: _____________________________

Dated: _______________________________      Dated: _____________________________

CAUTION: READ BEFORE SIGNING

With respect to Section 13(d) and (e) of this Agreement only.

HILLENBRAND INDUSTRIES, INC.

By: __________________________________

Title: _______________________________

Dated: _______________________________

                                    - 13 -

<PAGE>

                                                                       EXHIBIT A

                        SEPARATION AND RELEASE AGREEMENT

         THIS SEPARATION and RELEASE AGREEMENT ("Agreement") is entered into by
and between Stephen R. Lang ("Employee") and Forethought Financial Services,
Inc. ("Company"). To wit, the Parties agree as follows:

1.       Employee's active employment by the Company shall terminate effective
         [DATE OF TERMINATION] (Employee's "Effective Termination Date"). As of
         that date, all Company benefits and obligations shall terminate. Except
         as specifically provided by this Agreement, Employee agrees that the
         Company shall have no other obligations or liabilities to him following
         his Effective Termination Date and that his receipt of the Severance
         Benefits provided herein shall constitute a complete settlement,
         satisfaction and waiver of any and all claims he may have against the
         Company.

2.       In consideration of the promises contained in this Agreement and
         contingent upon Employee's compliance with such promises, the Company
         agrees to provide Employee the following:

         (i)      Severance pay, inclusive of any notice pay obligations, to be
                  paid at the bi-weekly rate of $_______, less applicable
                  deductions or other set-offs, for a period up to [WEEKS OF
                  SEPARATION] (___) weeks following the Employee's Effective
                  Termination Date or until Employee becomes employed again,
                  whichever first occurs;

         (ii)     Payment for any earned but unused vacation as of Employee's
                  Effective Termination Date; and

         (iii)    Life insurance coverage until the above-referenced Severance
                  Pay terminates.

3.       The above Severance Pay Benefits shall be paid in accordance with the
         Company's standard payroll practices (e.g. biweekly) and shall begin on
         the first normally scheduled payroll following Employee's Effective
         Termination Date or the effective date of this Agreement, whichever
         occurs last. The Parties agree that the initial four (4) weeks of the
         foregoing severance shall be allocated as additional consideration
         provided to Employee in exchange for his execution of a release in
         compliance with the Older Workers Benefit Protection Act. The balance
         of the severance benefits shall be allocated as consideration for all
         other promises and obligations undertaken by Employee, including
         execution of a general release of claims.

4.       As of the Effective Termination Date, Employee will become ineligible
         to participate in the Company's health insurance program and
         continuation of coverage requirements under COBRA (if any) will be
         triggered at that time. However, as additional consideration for the
         promises and obligations contained herein, and provided Employee timely
         completes the applicable election of coverage forms, the Company
         further agrees to pay the cost of such continued coverage under the
         Company's health care program until the above-referenced Severance Pay
         terminates. Thereafter, if applicable, coverage will be made available
         to Employee at his sole expense for the remaining months of the COBRA
         coverage period made available pursuant to applicable law. The medical
         insurance provided herein does not include any disability coverage.

5.       Employee agrees to notify the Company in writing within three (3)
         business days of Employee's acceptance of any subsequent employment by
         providing the name of such employer, his intended duties as well as the
         anticipated start date. Such information is required to ensure
         Employee's compliance with his non-compete obligations as well as all
         other applicable restrictive covenants.

<PAGE>

         This notice will also serve to trigger the Company's right to terminate
         the above-referenced severance benefits and Company-paid COBRA benefits
         consistent with the above paragraphs. Failure to timely provide such
         notice shall be deemed a material breach of this Agreement entitling
         the Company to recover as damages the value of all benefits provided to
         Employee hereunder.

6.       In exchange for the foregoing Severance Benefits, Stephen R. Lang on
         behalf of himself, his heirs, representatives, agents and assigns
         hereby COVENANTS NOT TO SUE, RELEASES, INDEMNIFIES, HOLDS HARMLESS, and
         FOREVER DISCHARGES (i) Forethought Financial Services, Inc., (ii) its
         parent, subsidiary or affiliated entities, (iii) all of their present
         or former directors, officers, employees, shareholders, and agents as
         well as (iv) all predecessors, successors and assigns thereof from any
         and all actions, charges, claims, demands, damages or liabilities of
         any kind or character whatsoever, known or unknown, which Employee now
         has or may have had through the effective date of this Agreement.

7.       Without limiting the generality of the foregoing release, it shall
         include: (i) all claims or potential claims arising under any federal,
         state or local laws relating to the Parties' employment relationship,
         including any claims Employee may have under the Civil Rights Acts of
         1866 and 1964, as amended, 42 U.S.C. Sections 1981 and 2000(e) et seq.;
         the Civil Rights Act of 1991; the Age Discrimination in Employment Act,
         as amended, 29 U.S.C. Sections 621 et seq.; the Americans with
         Disabilities Act of 1990, as amended, 42 U.S.C. Sections 12,101 et
         seq.; the Fair Labor Standards Act 29 U.S.C. Sections 201 et seq.; the
         Worker Adjustment and Retraining Notification Act, 29 U.S.C. Sections
         2101, et seq.; and any other federal, state or local law governing the
         Parties' employment relationship; (ii) any claims on account of,
         arising out of or in any way connected with Employee's employment with
         the Company or leaving of that employment; (iii) any claims alleged or
         which could have been alleged in any charge or complaint against the
         Company; (iv) any claims relating to the conduct of any employee,
         officer, director, agent or other representative of the Company; (v)
         any claims of discrimination, harassment or retaliation on any basis;
         (vi) any claims arising from any legal restrictions on an employer's
         right to separate its employees; (vii) any claims for personal injury,
         compensatory or punitive damages or other forms of relief; and (viii)
         all other causes of action sounding in contract, tort or other common
         law basis, including (a) the breach of any alleged oral or written
         contract, (b) negligent or intentional misrepresentations, (c) wrongful
         discharge, (d) just cause dismissal, (e) defamation, (f) interference
         with contract or business relationship or (g) negligent or intentional
         infliction of emotional distress.

8.       The Parties acknowledge that it is their mutual and specific intent
         that the above waiver fully comply with the requirements of the Older
         Workers Benefit Protection Act (29 U.S.C. Section 626) and any similar
         law governing release of claims. Accordingly, Employee hereby
         acknowledges that:

         (a)      He has carefully read and fully understands all of the
                  provisions of this Agreement and that he has entered into this
                  Agreement knowingly and voluntarily;

         (b)      The Severance Benefits offered in exchange for Employee's
                  release of claims exceed in kind and scope that to which he
                  would have otherwise been legally entitled;

         (c)      Prior to signing this Agreement, Employee had been advised,
                  and is being advised by this Agreement, to consult with an
                  attorney of his choice concerning its terms and conditions;
                  and

         (d)      He has been offered at least twenty-one (21) days within which
                  to review and consider this Agreement.

                                     - 2 -

<PAGE>

9.       The Parties agree that nothing contained herein shall purport to waive
         or otherwise affect any of Employee's rights or claims that may arise
         after he signs this Agreement.

10.      The Parties agree that this Agreement shall not become effective and
         enforceable until the date this Agreement is signed by both Parties or
         seven (7) calendar days after its execution by Employee, whichever is
         later. Employee may revoke this Agreement for any reason by providing
         written notice of such intent to the Company within seven (7) days
         after he has signed this Agreement, thereby forfeiting Employee's right
         to receive any Severance Benefits provided hereunder and rendering this
         Agreement null and void in its entirety.

11.      The Parties agree that nothing contained herein shall purport to waive
         or otherwise affect any of Employee's rights or claims that may arise
         after he signs this Agreement. It is further understood by the Parties
         that nothing in this Agreement shall affect any rights Employee may
         have under any Pension Plan and/or Savings Plan (i.e., 401(k) plan)
         provided by the Company as of the date of his termination, such items
         to be governed exclusively by the terms of the applicable plan
         documents.

12.      Employee acknowledges that his termination and the Severance Benefits
         offered hereunder were based on an individual determination and were
         not offered in conjunction with any group termination or group
         severance program and waives any claim to the contrary.

13.      Employee hereby affirms and acknowledges his continued obligations to
         comply with the post-termination covenants contained in his Employment
         Agreement, including but not limited to, the non-compete, trade secret
         and confidentiality provisions. Employee acknowledges that a copy of
         the Employment Agreement has been attached to this Agreement as Exhibit
         A or has otherwise been provided to him and, to the extent not
         inconsistent with the terms of this Agreement or applicable law, the
         terms thereof shall be incorporated herein by reference. Employee
         acknowledges that the restrictions contained therein are valid and
         reasonable in every respect and are necessary to protect the Company's
         legitimate business interests. Employee hereby affirmatively waives any
         claim or defense to the contrary.

14.      Employee acknowledges that the Company possesses, and he has been
         granted access to, certain trade secrets as well as other confidential
         and proprietary information which the Company has acquired at great
         effort and expense. Such information includes, without limitation,
         confidential information regarding products and services, marketing
         strategies, business plans, operations, costs, current or prospective
         customer information (including customer contacts, requirements,
         creditworthiness and like matters), product concepts, designs,
         prototypes or specifications, regulatory compliance issues, research
         and development efforts, technical data and know-how, sales
         information, including pricing and other terms and conditions of sale,
         financial information, internal procedures, techniques, forecasts,
         methods, trade information, trade secrets, software programs, project
         requirements, inventions, trademarks, trade names, and similar
         information regarding the Companies' business (collectively referred to
         herein as "Confidential Information").

15.      Employee agrees that all such Confidential Information is and shall
         remain the sole and exclusive property of the Company. Except as may be
         expressly authorized by the Company in writing, or as may be required
         by law after providing due notice thereof to the Company, Employee
         agrees not to disclose, or cause any other person or entity to
         disclose, any Confidential Information to any third party for as long
         thereafter as such information remains confidential (or as limited by
         applicable law) and agrees not to make use of any such Confidential
         Information for Employee's own purposes or for the benefit of any other
         entity or person.

                                     - 3 -

<PAGE>

16.      On or before Employee's Effective Termination Date or per the Company's
         request, Employee agrees to return the original and all copies of all
         things in his possession or control relating to the Company or its
         business, including but not limited to any and all contracts, reports,
         memoranda, correspondence, manuals, forms, records, designs, budgets,
         contact information or lists (including customer, vendor or supplier
         lists), ledger sheets or other financial information, drawings, plans
         (including, but not limited to, business, marketing and strategic
         plans), personnel or other business files, computer hardware, software,
         or access codes, door and file keys, identification, credit cards,
         pager, phone, and any and all other physical, intellectual, or personal
         property of any nature that he received, prepared, helped prepare, or
         directed preparation of in connection with his employment with the
         Company. Nothing contained herein shall be construed to require the
         return of any non-confidential and de minimis items regarding
         Employee's pay, benefits or other rights of employment such as pay
         stubs, W-2 forms, 401(k) plan summaries, benefit statements, etc.

17.      Employee hereby consents and authorizes the Company to deduct as an
         offset from the above-referenced severance payments the value of any
         Company property not returned or returned in a damaged condition as
         well as any monies paid by the Company on Employee's behalf (e.g.,
         payment of any outstanding American Express bill).

18.      Employee agrees not to make any written or oral statement that may
         defame, disparage or cast in a negative light so as to do harm to the
         personal or professional reputation of (a) the Company, (b) its
         employees, officers, directors or trustees or (c) the services and/or
         products provided by the Company and its subsidiaries or affiliate
         entities.

19.      Employee specifically agrees and understands that the existence and
         terms of this Agreement are strictly CONFIDENTIAL and that such
         confidentiality is a material term of this Agreement. Accordingly,
         except as required by law or unless authorized to do so by the Company
         in writing, Employee agrees that he shall not communicate, display or
         otherwise reveal any of the contents of this Agreement to anyone other
         than his spouse, legal counsel or financial advisor provided, however,
         that they are first advised of the confidential nature of this
         Agreement and Employee obtains their agreement to be bound by the same.
         The Company agrees that Employee may respond to legitimate inquiries
         regarding the termination of his employment by stating that the Parties
         have terminated their relationship on an amicable basis and that the
         Parties have entered into a Confidential Separation and Release
         Agreement which prohibits him from further discussing the specifics of
         his separation. Nothing contained herein shall be construed to prevent
         Employee from discussing or otherwise advising subsequent employers of
         the existence of any obligations as set forth in his Employment
         Agreement. Further, nothing contained herein shall be construed to
         limit or otherwise restrict the Company's ability to disclose the terms
         and conditions of this Agreement as may be required by business
         necessity.

20.      In the event that Employee breaches or threatens to breach any
         provision of this Agreement, he agrees that the Company shall be
         entitled to seek any and all equitable and legal relief provided by
         law, specifically including immediate and permanent injunctive relief.
         Employee hereby waives any claim that the Company has an adequate
         remedy at law. In addition, and to the extent not prohibited by law,
         Employee agrees that the Company shall be entitled to discontinue
         providing any additional Severance Benefits upon such breach or
         threatened breach as well as an award of all costs and attorneys' fees
         incurred by the Company in any successful effort to enforce the terms
         of this Agreement. Employee agrees that the foregoing relief shall not
         be construed to limit or otherwise restrict the Company's ability to
         pursue any other remedy provided by law, including the recovery of any
         actual, compensatory or punitive damages. Moreover, if Employee pursues
         any claims against the Company subject to the foregoing General
         Release, or breaches the above Confidential provision, Employee agrees
         to immediately reimburse the Company for the value of all benefits
         received under this Agreement to the fullest extent permitted by law.

                                     - 4 -

<PAGE>

21.      Employee acknowledges that this Agreement is entered into solely for
         the purpose of terminating his employment relationship with the Company
         on an amicable basis and shall not be construed as an admission of
         liability or wrongdoing by the Company and further acknowledges that
         the Company has expressly denied any such liability or wrongdoing.

22.      Each of the promises and obligations shall be binding upon and shall
         inure to the benefit of the heirs, executors, administrators, assigns
         and successors in interest of each of the Parties.

23.      The Parties agree that each and every paragraph, sentence, clause, term
         and provision of this Agreement is severable and that, if any portion
         of this Agreement should be deemed not enforceable for any reason, such
         portion shall be stricken and the remaining portion or portions thereof
         should continue to be enforced to the fullest extent permitted by
         applicable law.

24.      This Agreement shall be governed by and interpreted in accordance with
         the laws of the State of Indiana without regard to any applicable
         state's choice of law provisions.

25.      Employee represents and acknowledges that in signing this Agreement he
         does not rely, and has not relied, upon any representation or statement
         made by the Company or by any of the Company's employees, officers,
         agents, stockholders, directors or attorneys with regard to the subject
         matter, basis or effect of this Agreement other than those specifically
         contained herein.

26.      This Agreement represents the entire agreement between the Parties
         concerning the subject matter hereof, shall supercede any and all prior
         agreements which may otherwise exist between them concerning the
         subject matter hereof (specifically excluding, however, the
         post-termination obligations contained in any existing Employment
         Agreement or other legally-binding document), and shall not be altered,
         amended, modified or otherwise changed except by a writing executed by
         both Parties.

               PLEASE READ CAREFULLY. THIS SEPARATION AND RELEASE
                  AGREEMENT INCLUDES A COMPLETE RELEASE OF ALL
                            KNOWN AND UNKNOWN CLAIMS.

         IN WITNESS WHEREOF, the Parties have themselves signed, or caused a
duly authorized agent thereof to sign, this Agreement on their behalf and
thereby acknowledge their intent to be bound by its terms and conditions.

"EMPLOYEE"                                  FORETHOUGHT FINANCIAL SERVICES, INC.

Signed: ______________________________      By: ________________________________

Printed: _____________________________      Title: _____________________________

Dated: _______________________________      Dated: _____________________________

                                     - 5 -