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CFO Employment Letter

This is an actual contract by Financial Industries.

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Sectors: Insurance
Effective Date: February 17, 2004
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February 17, 2004


Mr. Vince Kasch 16912 Tidewater Cove Austin, TX 78717


Dear Mr. Kasch:


It gives me great pleasure to invite you to join our team at Financial Industries Corporation (the "Company") as the Chief Financial Officer of the Company, effective March 15, 2004. As the CFO of the Company, your responsibilities will include all of the Company's accounting and reporting functions, its Sarbanes-Oxley compliance program, and supervision of its investment portfolio (including its real estate holdings). You will also be responsible for the Company's corporate communication program. In discharging these responsibilities, you will be expected to interact directly with the chairmen of the Executive/Governance, Audit, and Investment Committees. You will also have extensive interaction with the Company's outside investment manager, Conning & Co.


Your salary will be $175,000 per year. In addition, you will be eligible for n annual bonus of $35,000, based on accomplishment of goals that you and I will define at the beginning of each year. Your salary and bonus may be changed each year, depending on your performance and the fortunes of the Company.


In consideration of your agreement to join the company no later than March 15, 2004, the Company will pay up to $15,000 of any 2003 bonus that you forgo. You agree, however, first to seek you bonus from your current employer, and will offer your reasonable consultation through June 30 in support of such request.


The Board of Directors intends to recommend to the Company's shareholders an equity ownership plan for approval at the Company's annual meeting in June. Assuming approval of the new plan, you will be granted options to acquire 20,000 shares of the stock of the Company. The exercise price of the options will be equal to the price of the Company's stock (as determined under the new plan) at the date that you countersign this offer letter; you will be vested in 25% of



Mr. Vince Kasch February 17, 2004 Page 2 of 3
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