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                                                                   Exhibit 10.23
                                                                   -------------

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this "Agreement") is made by and between
American Founders Financial Corp., an Arizona corporation (the "Company"), and
Kenneth W. Phillips, an individual resident of Texas (the "Executive"),
effective the 30th day of June, 2000 (the "Effective Date").

                                    RECITALS:

     A. The Company is a holding company for a group of life insurance
subsidiaries which offer primarily individual life insurance and annuity
products;

     B. The Executive serves as Chairman of the Company and as a member of the
Board of Directors of the Company and each of its directly and indirectly owned
subsidiaries;

     C. The Company wishes to assure itself of the continued services of the
Executive so that it will have the continued benefit of his ability, experience
and services, and the Executive is willing to enter into an agreement to that
end, upon the terms and conditions hereinafter set forth; and

     D. Certain capitalized terms used in this Agreement shall have the meanings
given them in Section 16 hereof.

     NOW, THEREFORE, in consideration of good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
covenant and agree as follows:

     1.   Employment
          ----------

     (a) The Company hereby agrees to continue to employ the Executive as
Chairman of the Company and any other position agreed upon by the parties; the
Company agrees to use its best efforts to cause the Executive to be elected as a
member of its Board of Directors and of the Board of Directors of each directly
or indirectly owned subsidiary of the Company; and the Executive hereby agrees
to serve the Company in the foregoing capacities, upon the terms and conditions
set forth herein. The Executive shall have such authority and responsibilities
consistent with his position that may be set forth in the Company's Bylaws or
assigned by the Board from time to time.

     (b) The Executive agrees to devote such amount of his time, efforts and
skills as is reasonably necessary to the performance of his duties and
responsibilities under this Agreement; provided, however, that nothing in this
                                       --------  -------
Agreement shall preclude the Executive from devoting

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reasonable periods required for (i) participating in professional, educational,
philanthropic, public interest, charitable, social or community activities, (ii)
serving as a director or member of an advisory committee of any corporation or
other entity that the Executive is serving on or any other corporation or entity
that is not in direct competition with the Company, or (iii) managing his
personal investments, provided that such activities do not materially interfere
with the Executive's regular performance of his duties and responsibilities
hereunder.

     (c) The Company shall not require the Executive to be based at any place
outside a 30-mile radius from the executive offices occupied by the Executive at
the Effective Date, except for reasonably required travel on the Company's
business which is not materially greater than such travel requirements prior to
the Effective Date.

     2. Term. Unless earlier terminated as provided herein, the Executive's
        ----
employment under this Agreement shall be for a term (the "Term") of three (3)
years from the Effective Date. The Term shall be automatically extended for an
additional year on each anniversary of the Effective Date, unless written notice
of non-extension is provided by either party to the other party at least 90 days
prior to such anniversary.

     3. Compensation and Benefits. In consideration of the services rendered by
        -------------------------
the Executive during the Term, the Company shall pay or provide to the Executive
the amounts and benefits set forth below.

     (a) Salary. Executive shall receive an annual base salary of $325,000. The
         ------
base salary shall be paid in accordance with the Company's normal payroll
practices. The Executive's base salary shall be reviewed at least annually by
the Board for consideration of appropriate merit increases and, once
established, the base salary shall not be decreased during the Employment
Period.

     (b) Incentive Plans. The Executive shall participate in all annual and
         ---------------
long-term bonus or incentive plans or arrangements in which other senior
executives of the Company of a comparable level are eligible to participate from
time to time. The Executive's incentive compensation opportunities under such
plans and arrangements shall be determined from time to time by the Board;
provided, however, that the annual bonus plan shall provide for a cash bonus
opportunity of 100% of the Base Amount.

     (c) Equity Incentives. The Executive shall be given consideration, at least
         -----------------
annually, by the Board for the grant of options to purchase shares of the common
stock of the Company. In addition, the Executive shall be entitled to receive
awards under any stock option, stock purchase or equity-based incentive
compensation plan or arrangement adopted by the Company from time to time for
which senior executives of the Company of a comparable level are eligible to
participate. The Executive's awards under such plans and arrangements shall be
determined from time to time by the Board.

     (d) Employee Benefits. The Executive shall be entitled to participate in
         -----------------
all employee benefit plans, programs, practices or arrangements of the Company
in which other senior

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executives of the Company of a comparable level are eligible to participate from
time to time, including, without limitation, any qualified or non-qualified
pension profit sharing and savings plans, any death benefit and disability
benefit plans, and any medical, dental, health and welfare plans. Without
limiting the generality of the foregoing, the Company shall provide the
Executive with the following:

          (i) long-term disability insurance coverage in an amount and on terms
     consistent with the coverage in place for the Executive on the Effective
     Date; and

          (ii) continued provision of life insurance coverage in an amount and
     on term consistent with the coverage in place for the Executive on the
     Effective Date.

     (e) Fringe Benefits and Perquisites. The Executive shall be entitled to
         -------------------------------
continuation of all fringe benefits and perquisites provided to the Executive on
the Effective Date, and to all fringe benefits and perquisites which are
generally made available to senior executives of the Company of a comparable
level from time to time. Without limiting the generality of the foregoing, the
Company shall provide the Executive with the following:

          (i) provision of executive offices and secretarial staff;

          (ii) vacation in accordance with the Company's policy for other senior
     executives of a comparable level;

          (iii) an automobile owned or leased by the Company of a make and model
     appropriate for the Executive's position or, in lieu thereof, provision of
     a non-accountable automobile allowance in an amount to be determined from
     time to time by the Board;

          (iv) payment of initiation and other fees and annual dues for one
     country club and one dining club membership of Executive's choice, and
     payment of dues for any professional associations of which Executive is a
     member in furtherance of his duties hereunder; and

          (v) reimbursement of all reasonable travel and other business expenses
and disbursements incurred by the Executive in the performance of his duties
under this Agreement, upon proper accounting in accordance with the Company's
normal practices and procedures for reimbursement of business expenses.

4.   Termination.
     -----------

     (a) The Executive's employment under this Agreement may be terminated prior
to the end of the Term only as follows:

          (i) upon the resignation or death of the Executive;

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          (ii) by the Company due to the Disability of the Executive upon
     delivery of a Notice of Termination to the Executive;

          (iii) by the Company for Cause upon delivery of a Notice of
     Termination to the Executive; and

          (iv) by the Executive for Good Reason upon delivery of a Notice of
     Termination to the Company after any occurrence of a Change in Control.

     (b) If the Executive's employment with the Company shall be terminated
during the Term (1) by reason of the Executive's resignation or death, or (ii)
by the Company for Disability or Cause, the Company shall pay to the Executive
(or in the case of his death, the Executive's estate) within thirty (30) days
after the Termination Date a lump sum cash payment equal to the Accrued
Compensation and, if such termination is other than as a result of Executive's
resignation or by the Company for Cause, the Pro Rata Bonus.

     (c) If the Executive's employment with the Company shall be terminated by
the Company in violation of this Agreement or by the Executive for Good Reason,
in addition to other rights and remedies available in law or equity, the
Executive shall be entitled to the following:

          (i) the Company shall pay the Executive in cash within thirty (30)
     days of the Termination Date an amount equal to all Accrued Compensation
     and the Pro Rata Bonus,

          (ii) the Company shall pay to the Executive in cash at the end of each
     of the thirty-six consecutive 30-day periods following the Termination Date
     an amount equal to one-twelfth of the sum of the Base Amount (including any
     increases in base salary) plus the Bonus Amount (including any increases in
     bonus amount) plus all benefits provided in Section 3) hereof, or in the
     alternative, the Executive may elect to receive a lump sum equal to the
     present value of the payments due under this paragraph (c)(ii), to be
     payable within thirty (10) days of such election; provided, however, that
                                                       --------  -------
     such lump sum amount shall be reduced to its net present value assuming an
     interest rate equal to six percent (6%) and 36 equal monthly payments
     commencing on the Termination Date,

          (iii) for the period from the Termination Date through the date that
     Executive attains the age of sixty-five (65) (the "Continuation Period"),
     the Company shall at its expense continue on behalf of the Executive and
     his dependents and beneficiaries the life insurance, disability, medical,
     dental and hospitalization benefits provided (x) in the case of a Change of
     Control to the Executive at any time during the 90 day period prior to the
     Change in Control or at any time thereafter or (y) to other similarly
     situated executives who continue in the employ of the Company during the
     Continuation Period. The coverage and benefits (including deductibles and
     costs) provided in this Section 4(c)(iii) during the Continuation Period
     shall be no less favorable to the Executive and his dependents and
     beneficiaries than the most favorable of such coverages and benefits during
     either of the periods referred to in clauses (x) and (y) above; provided,
                                                                     --------
     however, the Company's
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<PAGE>

     obligation hereunder with respect to the foregoing benefits shall be
     limited to the extent that the Executive obtains any such benefits pursuant
     to a subsequent employer's benefit plans, in which case the Company may
     reduce the coverage of any benefits it is required to provide the Executive
     hereunder as long as the aggregate coverages and benefits of the combined
     benefit plans are no less favorable to the Executive than the coverages and
     benefits required to be provided hereunder; provided, further, subject to
                                                 --------  -------
     the last sentence of this Section 4(c), life insurance shall not be
     continued longer than three years after the Termination Date, even if the
     Executive has not obtained such other benefits under another employer's
     benefit plan, and

          (iv) the restrictions on any incentive awards whether now in effect
     for, or hereafter granted to, the Executive under any stock option plan or
     under any other incentive plan, deferred compensation plan, agreement or
     arrangement of the Company of any of its affiliates shall lapse and such
     incentive awards shall become 100% accrued and vested, so that, for
     example, all warrants, stock options and stock appreciation rights granted
     to the Executive shall be immediately exercisable and shall be 100% vested,
     all restrictions on any restricted stock held by the Executive shall lapse
     such that the Executive has full title to such shares, and any deferred
     compensation payable under any plan, agreement or arrangement shall accrue
     in total and be immediately due and payable in full. The period in which
     Executive may exercise any warrant or option granted shall be the full term
     of such warrant or option.

This Section 4(c) shall not be interpreted so as to limit any benefits to which
the Executive or his dependents or beneficiaries may be entitled under any of
the Company's employee benefit plans, programs or practices following the
Executive's termination of employment, including, without limitation, retiree
medical and life insurance benefits.

     (d) The Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise,
and no such payment shall be offset or reduced by the amount of any compensation
or benefits provided to the Executive in any subsequent employment except as
provided in Section 4(c)(iii).

     (e) In the event that any payment or benefit (within the meaning of Section
28OG(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")) to the
Executive (or for his benefit) paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise in connection with, or
arising out of, his relationship with the Company or a change in ownership or
effective control of the Company or of a substantial portion of its assets (a
"Payment" or "Payments"), would be subject to the excise tax imposed by Section
4999 of the Code or any interest or penalties are incurred by the Executive with
respect to any such excise or other taxes (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the
"Excise Tax" and any other tax together with any such interest and penalties are
herein referred to as "Other Taxes"), then the Executive will be entitled to
receive an additional payment (a "Gross-Up Payment") in an amount such that
after payment by the Executive of all Excise Taxes and Other Taxes on the
Payments and All Excise Taxes or

<PAGE>

Other Taxes imposed upon the Gross-Up Payment, the Executive shall retain that
portion of the Gross-Up Payment equal to the Excise Tax or Other Taxes imposed
upon the Payments.

     5. Confidential Information. During the Term and at all times thereafter,
        ------------------------
the Executive agrees that he will not divulge to anyone (other than the Company
or any persons employed or designated by the Company) any knowledge or
information of a confidential nature relating to the business of the Company or
any of its subsidiaries or affiliates, including, without limitation, all types
of trade secrets (unless readily ascertainable from public or published
information or trade sources) and confidential commercial information, and the
Executive further agrees not to disclose, publish or make use of any such
knowledge or information without the consent of the Company.

     6. Successors; Binding Agreement.
        -----------------------------

     (a) This Agreement shall be binding upon and shall inure to the benefit of
the Company (including each of its subsidiaries), its successors and assigns and
any person, firm, corporation or other entity which succeeds to all or
substantially all of the business, assets or property of the Company. The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation, or otherwise) to all or substantially all of the
business, assets or property of the Company, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place,
As used in this Agreement, the "Company" shall mean the Company as hereinbefore
defined and any successor to its business, assets or property as aforesaid which
executes and delivers an agreement provided for in this Section 6 or which
otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law.

     (b) This Agreement and all rights of the Executive hereunder shall inure to
the benefit of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributes,
devisees and legatees. If the Executive should die while any amounts are due and
payable to him hereunder, all such amounts, unless otherwise provided herein,
shall be paid to the Executive's designated beneficiary or, if there be no such
designated beneficiary, to the legal representatives of the Executive's estate.

     7. Fees and Expenses. To induce the Executive to execute this Agreement and
        -----------------
to provide the Executive with reasonable assurance that the purposes of this
Agreement will not be frustrated by the cost of its enforcement should the
Company fail to perform its obligations under this Agreement or should the
Company or any subsidiary, affiliate or stockholder of the Company contest the
validity or enforceability of this Agreement, the Company shall pay and be
solely responsible for any attorneys' fees and expenses and courts costs
incurred by the Executive as a result of a claim that the Company has breached
or otherwise failed to perform this Agreement or any provision hereof to be
performed by the Company or as a result of the Company or any subsidiary,
affiliate or stockholder of the Company contesting the validity or
enforceability of this Agreement or any provision hereof to be performed by the
Company, in each case regardless of which party, if any, prevails in the
contest.

<PAGE>

     8. Notice. All notices and other communications provided for in this
        ------
Agreement (including the Notice of Termination) shall be in writing and shall be
deemed to have been duly given upon personal delivery or receipt when sent by
certified mail, return receipt requested, postage prepaid, or a nationally
recognized overnight courier service that provides written proof of delivery,
addressed to the respective addresses last given by each party to the other;
provided, however, that all notices to the Company shall be directed to the
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attention of the Board with a copy to the General Counsel of the Company,

     9. Settlement of Claims. The Company's obligation to make the payments
        --------------------
provided for in this Agreement and to otherwise perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against the Executive or others. The Company may, however,
withhold from any benefits payable under this Agreement all federal, state, city
or other taxes as shall be required pursuant to any law or governmental
regulation or ruling,

     10. Modification and Waiver. No provisions of this Agreement may be
         -----------------------
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Executive and the Company. No waiver by
any party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.

     11. Governing Law. This Agreement shall be governed by and construed and
         -------------
enforced in accordance with the laws of the State of Arizona without giving
effect to the conflict of laws principles thereof.

     12. Severability. The provisions of this Agreement shall be deemed
         ------------
severable, and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof

     13. Entire Agreement. This Agreement constitutes the entire agreement
         ----------------
between the parties hereto and supersedes all prior agreement, if any,
understandings and arrangements, oral or written, between the parties hereto
with respect to the subject matter hereof,

     14. Headings. The headings of Sections herein are included solely for
         --------
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.

     15. Counterparts. This Agreement may be executed in one or more
         ------------
counterparts, each shall be deemed an original but all of which together shall
constitute one and the same instrument.

     16. Definitions. For purposes of this Agreement, the following terms shall
         -----------
have the following meanings:

<PAGE>

     (a) "Accrued Compensation" shall mean an amount which shall include all
amounts earned or accrued through the Termination Date but not paid as of the
Termination Date, including without limitation, (i) base salary, (ii) deferred
compensation accumulated under any plan, arrangement or agreement, (iii)
reimbursement for reasonable and necessary expenses incurred by the Executive on
behalf of the Company prior to Termination Date, and (iv) bonuses and incentive
compensation, including stock options (other than the Pro Rata Bonus).

     (b) "Base Amount" shall mean the greater of the Executive's annual base
salary (i) at the rate in effect on the Termination Date or (ii) the highest
rate in effect at any time during the 90 day period prior to a Change in
Control, and shall include all amounts of his base salary that are deferred
under any plans, arrangements or agreements of the Company or any of its
affiliates.

     (c) "Board" shall mean the Board of Directors of the Company.

     (d) "Bonus Amount" shall mean the greater of (i) the most recent annual
cash bonus paid or payable to the Executive, or, if greater, the annual cash
bonus paid or payable for the year ended prior to the fiscal year during which a
Change in Control occurred, or (ii) the average of the annual cash bonuses paid
or payable during the three full fiscal years ended prior to the Termination
Date if greater, the three full fiscal years prior to a Change in Control (or,
in each case, such lesser period for which annual bonuses were paid or payable
to the Executive). The Bonus Amount shall not include any amounts paid or
payable under any long-term incentive plan or under any other incentive plan
other than the basic annual cash bonus plan.

     (e) The termination of the Executive's employment shall be for "Cause" if
it is a result of any act that (A) constitutes, on the part of the Executive,
fraud, dishonesty gross malfeasance of duty and (B) is demonstrably likely to
lead to material injury to the Company, provided, however, that, such conduct
                                        --------  -------
shall not constitute Cause;

          (x) unless (A) there shall have been delivered to the Executive a
     written notice setting forth with specificity the reasons that the Board
     believes the Executive's conduct meets the criteria set forth in clause
     (i), (B) the Executive shall have been provided the opportunity to be heard
     in person by the Board (with the assistance of the Executive's counsel if
     the Executive so desires), and (C) after such hearing, the termination is
     evidenced by a resolution adopted in good faith by two-thirds of the
     members of the Board (other than the Executive); or

          (y) if such conduct was believed by the Executive in good faith to
     have been in or not opposed to the interests of the Company.

     (f) A "Change in Control" shall mean the occurrence during the Term of any
of the following events:

          (i) An acquisition (other than directly from the Company) of any
     voting securities of the Company (the "Voting Securities") by any "Person"
     (as the term person is used for purposes of Section 13(d) or 14(d) of the
     Securities Exchange Act of 1934 (the

<PAGE>

     "1934 Act")) immediately after which such Person has "Beneficial Ownership"
     (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 40% or
     more of the combined voting power of the Company's then outstanding Voting
     Securities; provided, however, that in determining whether a Change in
                 --------  -------
     Control has occurred, Voting Securities which are acquired in a
     "Non-Control Acquisition" (as hereinafter defined) shall not constitute an
     acquisition which would cause a Change in Control. A "Non-Control
     Acquisition" shall mean an acquisition by (A) an employee benefit plan (or
     a trust forming a part thereof maintained by (x) the Company or (y) any
     corporation or other Person of which a majority of its voting power or its
     equity securities or equity interest is owned directly or indirectly by the
     Company (a "Subsidiary"), (B) the Company or any 80% owned subsidiary, (C)
     Vesta Insurance Group, Inc., or any affiliate of Vesta Insurance Group,
     Inc., (D) Kenneth W. Phillips, Wayne A. Schreck or any of their spouses,
     lineal descendents or affiliates, or (E) any Person in connection with a
     "Non-Control Transaction" (as hereinafter defined).

          (ii) Norman W. Gayle III and James E. Tait shall cease to be the two
     most senior officers of Vesta Insurance Group, Inc. or directors of the
     Company.

          (iii) Approval by stockholders of the Company of:

               (A) A merger, consolidation of reorganization involving the
               Company, unless

                    (1) the stockholders of the Company, immediately before such
               merger, consolidation or reorganization, own, directly or
               indirectly, immediately following such merger, consolidation or
               reorganization, a least two-thirds of the combined voting power
               of the outstanding voting securities of the corporation resulting
               from such merger of consolidation or reorganization (the
               "Surviving Corporation") in substantially the same proportion as
               their ownership of the Voting Securities immediately before such
               merger, consolidation or reorganization, and

                    (2) the individuals who were members of the Incumbent Board
               immediately prior to the execution of the agreement providing for
               such merger, consolidation or reorganization constitute at least
               two-thirds of the members of the board of directors of the
               Surviving Corporation;

               (A transaction described in the immediately preceding clauses (1)
               and (2) shall herein be referred to as a "Non-Control
               Transaction.")

               (B) A complete liquidation, or dissolution of the Company; or

               (C) An agreement for the sale or other disposition of all or
               substantially all of the assets of the Company to any Person.

<PAGE>

          (iv) Notwithstanding anything contained in this Agreement to the
     contrary, if the Executive's employment is terminated prior to a Change in
     Control and the Executive reasonably demonstrates that such termination (A)
     was at the request of a third party who has indicated an intention or taken
     steps reasonably calculated to effect a Change in Control and who
     effectuates a Change in Control (a "Third Party") or (B) otherwise occurred
     in connection with, or in anticipation of, a Change in Control which
     actually occurs, then for all purposes of this Agreement, the date of a
     Change of Control with respect to the Executive shall mean the date
     immediately prior to the date of such termination of the Executive's
     employment..

     (g) "Disability" shall mean the inability of the Executive to perform his
duties to the Company on account of physical or mental illness for a period of
six consecutive full months, or for a period of eight full months during any
12-month period. The Executive's employment shall terminate in such a case on
the last day of the applicable period; provided, however, in no event shall the
                                       --------  -------
Executive be terminated by reason of Disability unless (i) the Executive is
eligible for the long-term disability benefits set forth in Section 3(e)(i)
hereof and (ii) the Executive receives written notice from the Company, at least
30 days in advance of such termination, stating its intention to terminate the
Executive for reason of Disability and setting forth in reasonable detail the
facts and circumstances claimed to provide a basis for such termination.

     (h) "Effective Date" shall mean the day and year first above written.

     (i) "Good Reason" shall mean the occurrence at any time within three (3)
years following Change in Control of any of the events or conditions described
in subsections (i) through (viii) hereof:

          (i) a change in the Executive's status, title, position or
     responsibilities (including reporting responsibilities) which, in the
     Executive's reasonable judgment, represents an adverse change from his
     status, office, title, position or responsibilities as in effect at any
     time within 90 days preceding the date of a Change in Control or at any
     time thereafter or the assignment to the Executive of any duties or
     responsibilities which, in the Executive's reasonable judgment, are
     inconsistent with his status, office, title, position or responsibilities
     as in effect at any time within 90 days preceding the date of a Change of
     Control or at any time thereafter; any removal of the Executive from, or
     failure to reappoint or reelect him to, any such status, office, title,
     position or responsibility, or any other change in condition or
     circumstances that in the Executive's reasonable judgment makes it
     materially more difficult for the Executive to carry out the duties and
     responsibilities of his office that existed at any time within 90 days
     preceding the date of a Change in Control or at any time thereafter;

          (ii) a reduction in the Executive's base salary or any failure to pay
     the Executive any compensation or benefits to which he is entitled within
     five days of the date due;

<PAGE>

          (iii) the Company's requiring the Executive to be based at any place
     outside a 30-mile radius from the executive offices occupied by the
     Executive immediately prior to a Change in Control, except for reasonably
     required travel on the Company's business which is not materially greater
     than such travel requirements prior to the Change in Control;

          (iv) the failure by the Company to (A) continue in effect (without
     reduction in benefit level and/or reward opportunities) any material
     compensation or employee benefit plan in which the Executive was
     participating at any time within 90 days preceding the date of a Change of
     Control or at any time thereafter, unless such plan is replaced with a plan
     that provides substantially equivalent or greater compensation or benefits
     to the Executive or (B) provide the Executive with compensation and
     benefits, in the aggregate, at least equal (in terms of benefit levels
     and/or reward opportunities) to those provided for under each other
     employee benefit plan, program and practice in which the Executive was
     participating at any time within 90 days preceding the date of a Change of
     Control or at any time thereafter;

          (v) the insolvency, or the filing by any person or entity, including
     the Company or any of its subsidiaries, of a petition for bankruptcy of the
     Company, or other relief under any other moratorium or similar law, which
     petition is not dismissed within 60 days;

          (vi) any material breach by the Company of this Agreement;

          (vii) any purported termination of the Executive's employment for
     Cause by the Company which does not comply with the terms of this
     Agreement; or

          (viii) the failure of the Company to obtain an agreement, satisfactory
     to the Executive, from any Successors and Assigns to assume and agree to
     perform this Agreement, as required by Section 6(a) hereof.

Any event or condition described in clause (i) through (viii) above which occurs
prior to a Change in Control but which the Executive reasonably demonstrates (A)
was at the request of a Third Party, or (B) otherwise arose in connection with,
or in anticipation of, a Change in Control which actually occurs, shall
constitute Good Reason for purposes of this Agreement, notwithstanding that it
occurred prior to a Change in Control.

The Executive's right to terminate his employment for Good Reason shall not be
affected by his incapacity due to physical or mental illness.

     (k) "Notice of Termination" shall mean a written notice of termination from
the Company or the Executive which specifies an effective date of termination,
indicates the specific termination provision in this Agreement relied upon, and
sets forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment,

<PAGE>

     (1) "Pro Rata Bonus" shall mean an amount equal to the Bonus Amount
multiplied by a fraction the numerator of which is the number of days in the
applicable year through the Termination Date and the denominator of which is
365.

     (m) "Successors and Assigns" shall mean a corporation or other entity
     acquiring all or substantially all the assets and business of the Company
     (including this Agreement), whether by operation of law or otherwise.

     (n) "Termination Date" shall mean, in the case of the Executive's death,
his date of death, and in all other cases, the date specified in the Notice of
Termination.

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its officers thereunto duly authorized, and the Executive has signed and sealed
this Agreement, effective as of the date first above written.

                                      AMERICAN FOUNDERS FINANCIAL CORP.


                                      By:    /s/  Denise L. Thoren
                                         ---------------------------------------
                                      Its:     Vice President
                                          --------------------------------------

                                      EXECUTIVE:


                                      /s/    Kenneth W. Phillips
                                      ------------------------------------------