EXHIBIT 10.9


          FIRST AMENDMENT TO THE AMERICAN MEDICAL SECURITY GROUP, INC.
                          DEFERRED COMPENSATION TRUST

     This  Amendment,  entered  into by and between  American  Medical  Security
Group,  Inc.  and  Marshall & Ilsley  Trust  Company  effective  the 25th day of
September 1998.

                                   WITNESSETH:

     WHEREAS,  United  Wisconsin  Services,  Inc.  and  Marshall & Ilsley  Trust
Company entered into a Deferred  Compensation  Trust Agreement dated December 1,
1997 (the "Agreement');

     WHEREAS,  the parties  acknowledge  that United  Wisconsin  Services,  Inc.
changed its corporate name to American  Medical Security Group,  Inc.  effective
September 11, 1998;

     WHEREAS,  on September 25, 1998, the Board of Directors of American Medical
Security  Group,  Inc.  authorized the officers of the  Corporation to amend the
Agreement to reflect the corporate name change; and

     WHEREAS,  the  parties  desire to amend the  Agreement  to  reflect  United
Wisconsin Services, Inc.'s corporate name change.

     NOW THEREFORE,  in  consideration  of the foregoing  premises and for other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged, the parties agree to amend the Agreement as follows:

     1.  CORPORATE  NAME  CHANGE.  It is  hereby  agreed  that  anywhere  United
Wisconsin Services, Inc. or UWS appears in the Agreement it shall be deleted and
replaced with American Medical Security Group, Inc. or AMSG, respectively.

     2.  OTHER TERMS AND CONDITIONS.  Except as set forth in this Amendment, all
other  terms and  conditions  of the  Agreement  shall  remain in full force and
effect.

     IN  WITNESS  WHEREOF,   the  parties  have  caused  their   duly-authorized
representatives to execute this Amendment on the date first set forth above.

AMERICAN MEDICAL SECURITY                      MARSHALL & ILSLEY
GROUP, INC.                                    TRUST COMPANY

By:      /S/ JOHN R. WIRCH                     By:      /S/ BRUCE H. LINDBERG
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Print:   JOHN R. WIRCH                         Print:   BRUCE H. LINDBERG
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Title:   VICE PRESIDENT, HUMAN RESOURCES       Title:   PRESIDENT - GREEN BAY
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Date:    1/15/00                               Date:    2/16/00
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