WASHINGTON NATIONAL CORPORATION EXHIBIT 10.9 FIRST AMENDMENT TO EMPLOYMENT SECURITY AND CONSULTING AGREEMENT

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                 WASHINGTON NATIONAL CORPORATION
                          EXHIBIT 10.9
                                
                         FIRST AMENDMENT
                               TO
          EMPLOYMENT SECURITY AND CONSULTING AGREEMENT
                                

     WHEREAS, Washington National Insurance Company, an Illinois
insurance corporation (the "Company"), Washington National
Corporation, a Delaware corporation ("WNC"), and ________________
("Employee"), entered into an Employment Security and Consulting
Agreement dated as of the 14th day of June, 1996 ("Agreement");
and

     WHEREAS, Company, WNC and Employee desire to amend the
Agreement, in certain respects, to clarify the intent thereof;

     NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

     1.   Section 1(e) of the Agreement shall be amended in its
          entirety to read:

          (e)  "Bonus" shall mean the higher of (1) the annual
     award under the WNC Annual Pay At Risk Plan most recently
     paid to Employee by Company or WNC, and (2) the annual award
     paid by Company or WNC to Employee for or on behalf of
     calendar year 1996 under the WNC Annual Pay At Risk Plan.

     Except as otherwise set forth in this First Amendment, the
provision of the Agreement shall continue in full force and
effect.

     IN WITNESS WHEREOF, the parties have executed this First
Amendment to the Agreement, effective as of the 11th day of
September, 1997.


                    WASHINGTON NATIONAL INSURANCE COMPANY


                    By:


                    Its:


                    WASHINGTON NATIONAL CORPORATION


                    By:



                    ___________________________, Employee