Exhibit 10.1

        

AMENDMENT NO. 3

TO

RETIREMENT BENEFIT AGREEMENT

Amendment No. 3 (“ Amendment No. 3 ”), dated as of December 31, 2008, to the Retirement Benefit Agreement by and between Independence Holding Company (“ IHC ”) and Mr. Roy T.K. Thung (“ Thung ”), dated September 30, 1991 (the “ Agreement ”), as amended pursuant to Amendment No. 1 to Retirement Benefit Agreement, dated December 20, 2002, by and between IHC and Thung (“ Amendment No. 1 ”) and Amendment No. 2 to Retirement Benefit Agreement, dated June 17, 2005, by and between IHC and Thung (“ Amendment No. 2 ”). For good and valuable consideration, the parties hereto agree as follows:

1.

All references herein to the Agreement shall mean the Agreement as amended by Amendment No. 1, and as further amended by Amendment No. 2.

2.

Paragraph 1 of the Agreement is hereby amended to read as follows:

“The Company will pay you a Retirement Benefit in the amount determined as set forth in Paragraph 2 and in the manner set forth in Paragraph 4.”

3.

Paragraph 2 of the Agreement is deleted in its entirety and replaced with the following:

“As of the date hereof, the Retirement Benefit shall be $1,659,556.96 (the “ Retirement Benefit ”); provided that the Retirement Benefit shall increase by six percent (6%) per annum from the date hereof, compounded annually.  The Retirement Benefit payable with respect to any event contemplated by Paragraph 4 hereof shall be calculated (as set forth herein) by means of linear interpolation based on the number of days between the date hereof and the date of the event giving rise to the Retirement Benefit being payable to you; provided that the Retirement Benefit shall continue to increase as provided for herein until paid to you in full.  The

Retirement Benefit shall not be subject to any reduction, offset or other counterclaim of any sort whatsoever.  The amount of the Retirement Benefit will not be adjusted for any changes in your base salary rate, the general price level, or other factor.”

4.

Paragraph 4 of the Agreement is deleted in its entirety and replaced with the following:

“The Retirement Benefit will be paid to you or your permitted assignee or representative as follows:

(i)

in the case of a Separation from Service (as hereinafter defined) from the Company, the Retirement Benefit shall be paid to you on the date that is six months following your Separation from Service from the Company;

(ii)

in the case of your Disability (as hereinafter defined), the Retirement Benefit shall be paid to you within 60 days of the date of such Disability; and

(iii)

in the case of your death, the Retirement Benefit shall be paid to your permitted assignee or representative within 60 days of the date of your death.

For purposes of the Agreement, (i) the term “Separation from Service" means a termination of employment as defined in Treas. Regs. § 1.409A-1(h)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) using a decrease in the level of bona fide services performed by you on behalf of the Company to less than 50% of that performed by you immediately prior to the event giving rise to the Separation from Service; provided that for purposes of the Agreement, your death shall not constitute a “Separation from Service” from the Company and, in the case of your death, the Retirement Benefit shall be paid as set forth above, and (ii) the term “Disability” shall mean a physical or mental incapacity where either (i) you are unable to engage in any substantial gainful activity by reason of such incapacity that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) such incapacity is expected to result in death or can be expected to last for a continuous period of not less than 12 months and you have been receiving benefits under the Company’s group long term disability plan for at least six (6) months.

2

5.

The phrase “or Reduced Retirement Benefit” is deleted in each circumstance in which it occurs in the Agreement, and such phrase shall have no further force or effect as to you or the Company with respect to the Agreement.

6.

A new Paragraph 12 is added to the Agreement to read as follows:

“To the extent that the Agreement is subject to the requirements of Section 409A of the Code, the Agreement is intended to operate in good faith compliance with the requirements of Section 409A and its final regulations, and any additional guidance issued under Section 409A.  To the extent that any provision of the Agreement violates Section 409A, such provision shall be deemed inoperative and the remaining provisions of the Agreement shall continue to be fully effective ; provided that, to the extent necessary, you and the Company shall work together to modify or otherwise amend the Agreement so as to give effect to the intention of the parties hereto while continuing to comply with Section 409A.”

7.

Appendix A to the Agreement is deleted in its entirety.  

8.

Other than as specifically amended herein, the terms and conditions of the Agreement remain in full force and effect.

INDEPENDENCE HOLDING COMPANY

By: /s/ Adam C. Vandervoort

Mr. Adam C. Vandervoort

Vice President, General Counsel

and Secretary

Understood and accepted

By: /s/ Roy T.K. Thung

      Mr. Roy T.K. Thung

3

Exhibit 10.2

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

This Amendment to Executive Employment Agreement (this “ Amendment ”), by and between Independence Holding Company, a Delaware corporation (the “ Company ”), and Mr. Bernon R. Erickson, Jr., an individual resident in the State of California (“ Executive ”), is made as of December 31, 2008.

Recitals

A.

The Company and Executive are parties to that certain Executive Employment Agreement, dated as of April 1, 2007 (the “ Agreement ”).

B.

The Company and Executive desire to amend and supplement the Agreement as set forth in this Amendment.

Terms and Conditions

In consideration of the mutual covenants contained herein, along with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.

Amendment

1.1.

Amendment .  The Agreement is hereby amended by adding the following as Section 5.12 thereof:

“ 5.12

409A Tax Liability .  Any provision of this Agreement to the contrary notwithstanding, the Company will suspend paying Executive any cash amounts that Executive is entitled to receive pursuant to any section hereof during the six  (6) month period following termination of Executive’s employment (the “ 409A Suspension Period ”), unless the Company reasonably determines that paying such amounts in accordance with the applicable provisions hereof will not result in Executive’s or the Company’s liability for additional tax or penalty under Section 409A of the Internal Revenue Code of 1986, as amended.  As soon as reasonably practicable after the end of the 409A Suspension Period, Executive will receive a lump sum payment in cash for an amount equal to any cash payments that the Company does not make during the 409A Suspension Period.  Thereafter, Executive will receive any remaining payments pursuant to the applicable section hereof, in accordance with the terms of such section (as if there had not been any suspension of payments).”

1.2.

Continuing Effect .  Effect as expressly set forth in this Amendment, all provisions of the Agreement shall continue in full force and effect.

2.

General Provisions

2.1.

Governing Law .  The laws of the State of California (without giving effect to its conflict of laws principles) will govern all matters arising out of or relating to this Amendment and the transactions it contemplates, including, without limitation, its interpretation, construction, performance and enforcement.

2.2.

Amendments .  The parties hereto may amend this Amendment only by a written agreement of all the parties hereto that identifies itself as an amendment to this Amendment.

N:\Edgar Filings\IHC\January 7, 2009\ihcexhibit102.doc

2.3.

Severability .  If any provision of this Amendment is determined to be invalid, illegal or unenforceable, the remaining provisions of this Amendment shall remain in full force and effect, so long as the essential terms and conditions of this Amendment for each party hereto remain valid, binding and enforceable.

2.4.

Entire Agreement .  Except as expressly stated in this Amendment or in the Agreement: (i) this Amendment constitutes the final agreement among the parties hereto; (ii) it is the complete and exclusive expression of the parties’ agreement on the matters contained in this Amendment; (iii) all prior and contemporaneous negotiations and agreements among and between the parties on the matters contained in this Amendment are hereby expressly merged into and superseded by this Amendment; (iv) the provisions of this Amendment may not be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings; (v) in entering into this Amendment, neither party hereto has relied upon any statement, representation, warranty or agreement of the other party; and (vi) there are no conditions precedent to the effectiveness of this Amendment.

2.5.

Counterparts .  The parties hereto may execute this Amendment in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement.  The signatures of all of the parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile is as effective as executing and delivering this Amendment in the presence of the other parties to this Amendment.  This Amendment is effective upon delivery of one executed counterpart from each party hereto to each other party.

2.6.

Third-Party Beneficiaries .   This Amendment does not, and is not intended to, confer any rights or remedies upon any person other than the signatories.

[Signature page follows.]

N:\Edgar Filings\IHC\January 7, 2009\ihcexhibit102.doc

THE PARTIES HERETO, INTENDING TO BE LEGALLY BOUND, have executed this Amendment as of the date first set forth above.

	Independence Holding Company , a Delaware corporation By: /s/ Adam C. Vandervoort Name: Mr. Adam C. Vandervoort Title: Vice President and General Counsel
	485 Madison Avenue, 14 th Floor New York, New York 10022 Attn: General Counsel Telephone No.: (212) 355-4141 Facsimile No.: (212) 754-3346
	Mr. Bernon R. Erickson, Jr. , an individual resident in the State of California /s/ Bernon R. Erickson, Jr.
	3595 Mt. Diablo Blvd., Suite 200 Lafayette, California 94549 Telephone No.: (925) 282-3300 Facsimile No.: (925) 282-3301

[Signature Page to Amendment to Employment Agreement]

Exhibit 10.3

AMENDMENT TO SALARY CONTINUATION AGREEMENT

This Amendment to Salary Continuation Agreement (this “ Amendment ”), by and between Insurers Administrative Corporation, an Arizona corporation (the “ Company ”), and Mr. Scott M. Wood, an individual resident in the State of Arizona (“ Executive ”), is made as of December 31, 2008.

Recitals

A.

The Company and Executive are parties to that certain Salary Continuation Agreement, dated as of January 31, 2006 (the “ Agreement ”).

B.

The Company’s corporate parent and Executive, inter alia , are parties to that certain Indemnity Agreement, dated as of May 16, 2008 (the “ Indemnity Agreement .”).

C.

In partial satisfaction of Executive’s obligations under the Indemnity Agreement, the Company and Executive desire to amend and supplement the Agreement as set forth in this Amendment.

Terms and Conditions

In consideration of the mutual covenants contained herein, along with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.

Acceleration, Vesting, Termination and Surrender

1.1.

Acceleration and Vesting .  The benefit set forth in Section 3 of the Agreement is hereby immediately accelerated, the conditions in connection with same are hereby waived and Executive is hereby fully vested in such benefit, payable to Executive pursuant to the terms of Section 3 of the Agreement upon Executive’s attainment of age 65 (the “ Vested Benefit ”).

1.2.

Termination .  Immediately following the acceleration and vesting set forth above, the Agreement, and each and every provision thereof, is hereby terminated and of no further force or effect.

1.3.

Surrender of Benefit .  Executive hereby immediately surrenders, waives, forever renounces and discharges any and all claims in connection with, and agrees to the termination of, the Vested Benefit, all in consideration of and in connection with his obligations to the Company and its affiliates under the Indemnity Agreement.   

2.

General Provisions

2.1.

Governing Law .  The laws of the State of Arizona (without giving effect to its conflict of laws principles) will govern all matters arising out of or relating to this Amendment and the transactions it contemplates, including, without limitation, its interpretation, construction, performance and enforcement.

2.2.

Amendments .  The parties hereto may amend this Amendment only by a written agreement of all the parties hereto that identifies itself as an amendment to this Amendment.

2.3.

Severability .  If any provision of this Amendment is determined to be invalid, illegal or unenforceable, the remaining provisions of this Amendment shall remain in full force and effect, so long

N:\Edgar Filings\IHC\January 7, 2009\ihcexhibit103.doc

as the essential terms and conditions of this Amendment for each party hereto remain valid, binding and enforceable.

2.4.

Entire Agreement .  Except as expressly stated in this Amendment or in the Agreement: this Amendment constitutes the final agreement among the parties hereto relating to the subject matter hereof.

2.5.

Counterparts .  The parties hereto may execute this Amendment in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement.  The signatures of all of the parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile is as effective as executing and delivering this Amendment in the presence of the other parties to this Amendment.  This Amendment is effective upon delivery of one executed counterpart from each party hereto to each other party.

2.6.

Third-Party Beneficiaries .   This Amendment does not, and is not intended to, confer any rights or remedies upon any person other than the signatories.

[Signature page follows.]

N:\Edgar Filings\IHC\January 7, 2009\ihcexhibit103.doc

THE PARTIES HERETO, INTENDING TO BE LEGALLY BOUND, have executed this Amendment as of the date first set forth above.

	Insurers Administrative Corporation , an Arizona corporation By: /s/ Adam C. Vandervoort Name: Mr. Adam C. Vandervoort Title: Senior Vice President
	c/o Independence Holding Company 485 Madison Avenue, 14 th Floor New York, New York 10022 Attn: General Counsel Telephone No.: (212) 355-4141 Facsimile No.: (212) 754-3346
	Mr. Scott M. Wood , an individual resident in the State of Arizona /s/ Mr. Scott M. Wood
	2101 West Peoria Avenue Suite 100 Phoenix, Arizona  85029 Telephone No.: (602) 906-6221 Facsimile No.: (602) 906-6377

[Signature Page to Amendment to Salary Continuation Agreement]