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                                  EXHIBIT 10.5









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                               MAIC HOLDINGS, INC.

                       DIRECTOR DEFERRED COMPENSATION PLAN










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                               MAIC HOLDINGS, INC.
                       DIRECTOR DEFERRED COMPENSATION PLAN
                                  (THE "PLAN")

                                    ARTICLE I
                                   ELIGIBILITY

         The Board of Directors of MAIC Holdings, Inc. (the "Company") may from
time to time authorize to participate in the Plan any person ("Eligible
Persons") who is elected and is currently serving in the following capacities:
(i) as a member of the Board of Directors of MAIC Holdings, Inc. (the
"Company");(ii) as a member of the Board of Directors of any subsidiary or
affiliated entity which is at least fifty-one percent (51%) owned, directly or
indirectly, by the Company (referred to collectively as "Subsidiaries" and
individually as "Subsidiary"); or (iii) or as a member of an advisory committee
to the Boards of Directors (herein defined) The Boards of Directors of the
Company and the Subsidiaries are collectively referred to as the "Boards of
Directors."

                                   ARTICLE II
                          COMPENSATION SUBJECT TO PLAN

         The compensation subject to the Plan ("Compensation") shall include any
and all compensation paid to Eligible Persons in their capacities as directors
or as members of an advisory committee. The reimbursement for expenses incurred
by any Eligible Person in commuting between his or her city of residence and the
place of meeting of any of the Boards of Directors or any advisory committee
thereto shall not be subject to the Plan.

                                   ARTICLE III
                     ELECTION AS TO FORM AND TIME OF PAYMENT

         A.       Cash or Stock Election.  Each Eligible Person may elect to
have his or her Compensation paid in any of the following forms of payment:

                  (1)      United States currency ("Cash"); or

                  (2)      Common Stock of the Company ("Stock"); or

                  (3)      Cash and Stock.

         B.       Current or Deferred Payment Election. Subject to the 
limitations set forth in Section III.C. below, each Eligible Person may elect to
receive his or her Compensation as either:

                  (1)      A current payment in accordance with Section IV below
                           ("Current Compensation");

                  (2)      A deferred payment in accordance with Section V below
                           ("Deferred Compensation"); or

                  (3)      A combination of Current Compensation and Deferred
                           Compensation.

         C.       Limitation on Election. Those Eligible Persons who elect to
receive a combination of Cash and Stock under Section III.A.(3) above and/or a
combination of Current Compensation and Deferred Compensation under Section
III.B.(3) above shall be subject to the following limitations:


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                  (1)      If an Eligible Person elects to receive Cash and
         Stock, at least 50% of the Compensation must be payable in Stock; and

                  (2)      If an Eligible Person elects to receive both Cash
         and Stock and Current Compensation and Deferred Compensation, 100% of
         all payments in Stock must be payable as either Current Compensation or
         Deferred Compensation.

                           Example: If an Eligible Person elects to be paid 25%
                           Cash and 75% Stock; the election is permissible
                           because not less than 50% of the payments must be
                           made in Stock. The Eligible Person can then elect the
                           percentage compensation to be paid as Current
                           Compensation and Deferred Compensation, but the
                           payments in Stock cannot be divided into both Current
                           Compensation and Deferred Compensation. Accordingly,
                           such Eligible Person will be required to elect to
                           receive not less than 75% of his compensation (all of
                           the Stock portion) either as Current Compensation or
                           Deferred Compensation.

         D.       Procedure for Making Elections. Subject to the provisions of
Section III.E. below, each Eligible Person will make a written election as to
the form and time of payment of his or her Compensation under Section III.A. and
III.B. above for each year that he or she is an Eligible Person. In the case of
initial elections hereunder by persons who are Eligible Persons as of January 1,
1996, the effective date of the Plan ("Effective Date"), the election must be
made within thirty (30) days after the Effective Date. Thereafter, the election
must be made before December 31 of the calendar year immediately preceding the
calendar year to which the election applies. In the case of a person who first
becomes an Eligible Person during a calendar year, his or her election must be
made within thirty (30) days of the event upon which he or she becomes an
Eligible Person unless otherwise agreed by the Company. Elections will be made
on forms prescribed by the Company and may be obtained from the office of the
Treasurer of the Company ("Election Forms"). Election Forms must be fully
completed, executed and returned to the office of the Treasurer on or before the
applicable deadline in order to be effective. If an Eligible Person desires to
receive both Stock and Cash, his or her Election Form must indicate the
percentages of his or her Compensation to be paid as Cash and Stock (subject to
the limitations in Section III.C. above) and if an Eligible Person desires to
receive both Current Compensation and Deferred Compensation, his or her Election
Form must indicate the respective percentages to be paid as Current Compensation
and Deferred Compensation (subject to the limitations in Section III.C. above).
If an Election Form is not so returned by the applicable deadline, the Eligible
Person will be deemed to have elected to continue his prior year's election, or
if there is no prior year election, such Eligible Person will be deemed to have
elected to receive Current Cash Compensation in accordance with Sections
III.A.(a) and III.B.(a) above.

         E.       Revocation of Elections. No Eligible Person shall have the
right to retroactively revoke any prior election under this Article III. An
Eligible Person may prospectively revoke his or her election and make a new
election for the next calendar quarter if such Eligible Person executes and
delivers a new Election Form to the Treasurer of the Company not less than
thirty (30) days prior to the end of the current calendar quarter.


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                                   ARTICLE IV
                              CURRENT COMPENSATION

         A.       Cash.  Current Compensation payable in Cash shall be payable
at such time as may be authorized from time to time by the Board of Directors of
the Company.

         B.       Stock. Current Compensation payable in Stock will be paid in
accordance with the following procedure. The amount of Compensation for each
Eligible Person will be determined and accrued for the account of such Eligible
Person each calendar quarter. Said amount shall be divided by the closing price
of a share of Stock on the first trading day for the next succeeding calendar
quarter ("Closing Price") in order to determine the number of shares of Stock to
be paid to the Eligible Person for said quarter. The Closing Price shall be
determined by reference to the NASDAQ National Automated Quotation System or
such other exchange or national quotation system on which the Stock may then be
listed. The Company shall promptly deliver to the Eligible Person the number of
whole shares of Stock as so determined by depositing the same in an account
established by the Eligible Person with a registered broker dealer (a "Brokerage
Account"). Cash will be paid to the Eligible Person in lieu of fractional shares
based on the Closing Price of a share of Stock as determined above.

         In order to make the election to receive Current Compensation in the
form of Stock, the Eligible Person must designate the Brokerage Account on the
annual Election Form provided by the Company. The Brokerage Account may be
changed for any calendar quarter by written notice to the Treasurer of the
Company at least thirty (30) days prior to the end of said quarter. Said written
notice shall include all of the information requested on the Election Form for
the designation of the Brokerage Account including: the name of the
broker-dealer, the name of the account executive, the address and telephone
number of the broker-dealer, the Broker-dealer's ABA Number, the exact name and
account number of the Brokerage Account, and such other information as the
Company may reasonably require.

         C.       Withholding. All payments of Current Compensation shall be
subject to applicable laws relating to the withholding and payment of taxes
under federal, state and local law. For purposes of determining the number of
shares of Stock that are payable to an Eligible Person all required withholdings
shall be subtracted from the sum of the Compensation before the Closing Price is
divided into said sum in order to determine the number of shares of Stock to be
paid to an Eligible Person in a calendar quarter. The Company will be
responsible for the payment of income and payroll taxes so withheld.

                                    ARTICLE V
                                DEFERRED PAYMENTS

         A.       Time of Payment. Any Eligible Person who elects to receive
Deferred Compensation under this Section V shall be paid the balance in his or
her Cash Deferred Compensation Account (herein defined) and Stock Deferred
Compensation Account (herein defined) within 60 days after such person ceases to
qualify as an Eligible Person. In the case of any Eligible Person who dies,
payment of the balance in his or her accounts shall be made to the beneficiary
designated by the Eligible Person in his or her most recent annual Election Form
within 60 days after the Eligible Person's date of death, or, if the designated
beneficiary is the Eligible Person's estate, within 60 days after the
appointment of the personal representative of the Eligible Person's estate. The
Cash Deferred Compensation Account will be established and maintained in
accordance with Section V.B.1. below and the Stock Deferred Compensation Account
will be established and maintained in accordance with Section V.B.2. below.

         B.       Cash Only Election. Notwithstanding an Eligible Person's
election to have part or all of his or her Compensation paid in Stock, an
Eligible Person or beneficiary who is eligible to receive the balance in the
Eligible Person's Stock Deferred Compensation Account may elect to receive Cash
only with respect to such account. Such election must be made within 30 days
after the Eligible Person ceases to qualify as an


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Eligible Person and must be made with respect to the Eligible Person's entire
account balance. If such election is made, the Eligible Person or beneficiary
will receive the same amount of Cash which would have been distributable had the
Eligible Person elected to have all of his or her Compensation paid in Cash
under Section III.A.(1) above and deferred pursuant to Section III.B.(2) above.
The amount distributable will be determined in accordance with Section V.C.(1)
below.

         C.       Deferred Compensation Accounts. The Company will establish a
Deferred Compensation Account ("Deferred Compensation Account") for each
Eligible Person who elects to receive Deferred Compensation. The Deferred
Compensation Account will evidence the amount of Compensation that the Eligible
Person would receive at any time if he or she ceased to be an Eligible Person.
The Deferred Compensation will be credited to the Deferred Compensation Account
in the following manner:

                  (1)      Cash Compensation. Payments to be made in Cash will
         be credited to the Cash Deferred Compensation Account of an Eligible
         Person at the same time that the Current Cash Payments are paid to
         Eligible Persons under Section IV.A. above. The Company will pay
         interest on the balance (including accrued interest) in the Cash
         Deferred Compensation Account at the LIBOR rate as published daily in
         the Wall Street Journal or similar national business publication.
         Interest on funds credited to the Cash Deferred Compensation Account
         (including accrued interest) will begin to accrue on the first day of
         the calendar quarter next succeeding the date they are first credited
         to the account.

                  (2)      Stock Compensation. The amount of Compensation
         payable to an Eligible Person will be credited to his or her Stock
         Deferred Compensation Account at the end of each calendar quarter. On
         the first day of the next succeeding calendar quarter the number of
         shares of Stock to be credited to the Stock Deferred Compensation
         Account will be determined by dividing the amount credited to the Stock
         Deferred Compensation Account in the preceding calendar quarter by the
         closing price of a share of Stock on the first day of the current
         calendar quarter. The closing price shall be determined by reference to
         the NASDAQ National Quotation System or the exchange or national
         quotation system on which the Stock is currently listed. The Company
         will credit the Cash Deferred Compensation Account in lieu of
         fractional shares of Stock based on the closing price of a share of
         Stock provided above.

         D.       Source of Payment. The compensation payable hereunder will
not be funded currently nor will segregated funds or shares of Stock be
maintained to pay such Deferred Compensation.

                  (1)      Cash. Compensation payable in Cash will be paid
         from the assets then available to the Company and will be subject to
         claims of the Company's creditors prior to payment.

                  (2)      Stock. Deferred Compensation payable in Stock has
         been reserved for issuance pursuant to the MAIC Holdings, Inc.
         Incentive Compensation Stock Plan; provided that the granting of the
         award under the MAIC Holdings, Inc. Incentive Compensation Plan shall
         be subject to the condition that the Company have sufficient net assets
         to apply to its capital and surplus in payment for the Stock an amount
         equal to the Compensation credited to the Stock Deferred Compensation
         Account of the Eligible Person. Until the time of payment of the
         Deferred Compensation, the Eligible Person shall have no rights of
         ownership with respect to the Stock credited to the Stock Deferred
         Compensation Account and such stock shall not be considered to be
         issued and outstanding until issued and delivered to the Eligible
         Person at the time provided in Section V.A. above; provided, however,
         that notwithstanding anything herein to the contrary, there shall be
         credited to the Stock Deferred Compensation Account as a liability of
         the Company to the Eligible Person: (i) an amount equal to all
         dividends that would otherwise be payable with respect to the Stock
         credited to the Stock Deferred Compensation Account; and (ii) an amount
         equal to the sum of all proceeds that would otherwise be payable with
         respect to the Stock credited to the Stock Deferred Compensation
         Account

                                        
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         as a result of a merger, consolidation, recapitalization, liquidation
         or other reorganization of the Company; and provided further that the
         Stock credited to the Stock Deferred Compensation shall be subject to
         adjustment in the case of changes in the capitalization of the Company
         or change of control of the Company in accordance with Section 5.2(a)
         of the MAIC Holdings, Inc. Incentive Compensation Plan.

                  (3)      Liability of the Company. The obligation to pay the
         Deferred Compensation shall be considered a liability of the Company to
         make benefit payments in the future to the Eligible Person subject to
         the claims of its general unsecured creditors and shall be payable to
         the Eligible Person in consideration for the cancellation of such
         liability (and not for past services in the case of Deferred
         Compensation payable in Stock). In the event that the Company is
         involved in bankruptcy proceedings at any time prior to the payment of
         the Deferred Compensation, the liability of the Company to pay the
         Deferred Compensation shall be subject to adjustment and discharge on
         the same basis as liabilities to the other general unsecured creditors
         of the Company. It is the intention of the Company that the Plan be
         unfunded for tax purposes and for purposes of Title I of the Employee
         Retirement Income Security Act of 1974, as amended.

                  (4)      Spendthrift Provision. An Eligible Person's rights
         to payments under the Plan are not subject in any manner to
         anticipation, alienation, sale, transfer, assignment, pledge,
         encumbrance, attachment, or garnishment by creditors of the Eligible
         Person or the Eligible Person's beneficiary.

         E.       Withholding. All payments of Deferred Compensation shall be
subject to all applicable laws in effect at the time of payment regarding
withholding and payment of taxes under federal, state and local law. For
purposes of determining the number of shares of Stock that are payable to an
Eligible Person from the Stock Deferred Compensation Account, the number of
shares of Stock payable to the Eligible Person shall be reduced by a number of
shares of Stock needed to equal the amount of the required withholding, which
number of shares shall be calculated by adding the shares of Stock having the
highest price until the sum of the price of such shares is equal to the amount
of the required withholding.

                                   ARTICLE VI
                               STOCK CERTIFICATES

         A.       The Company shall not be required to issue or deliver any
certificate for shares of Stock payable hereunder or any portion thereof prior
to fulfillment of all of the following conditions:

                  (1)      The admission of such shares to listing on all
         stock exchanges or markets on which the Stock is then listed;

                  (2)      The completion of any registration or other
         qualification of such shares which the Company shall deem necessary or
         advisable under any federal or state law or under the rulings or
         regulations of the Securities and Exchange Commission or any other
         governmental regulatory body;

                  (3)      The obtaining of any approval or other clearance
         from any federal or state governmental agency or body which the Company
         shall determine to be necessary or advisable; and

         B.       Stock certificates issued and delivered to Eligible Persons
shall bear such restrictive legends as the Company shall deem necessary or
advisable pursuant to applicable federal and state securities laws.


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                                   ARTICLE VII
                        TERMINATION AND AMENDMENT OF PLAN

         A.       The Board of Directors of the Company may at any time
terminate the Plan, and may at any time and from time to time and in any respect
amend the Plan.

         B.       No termination, amendment or modification of the Plan shall
affect adversely the rights of an Eligible Person with respect to his or her
Deferred Compensation Account nor shall any Eligible Person be entitled to
accelerate the terms and conditions for the payment of Deferred Compensation by
reason of the termination, amendment or modification of the Plan.

                                  ARTICLE VIII
                    RELATIONSHIP TO OTHER COMPENSATION PLANS

         The adoption of the Plan shall not affect any other stock option,
incentive, or other compensation plans in effect for the Company or any of its
Subsidiaries; nor shall the adoption of the Plan preclude the Company or any of
its Subsidiaries from establishing any other form of incentive or other
compensation plan for employees, officers, or directors of the Company or any of
its Subsidiaries.

                                   ARTICLE IX
                                  MISCELLANEOUS

         A.       Plan Binding on Successors.  The Plan shall be binding upon
the successors and assigns of the Company and its Subsidiaries.

         B.       Singular, Plural; Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.

         C.       Headings, etc. Headings of Articles and Sections hereof are
inserted for convenience and reference; they do not constitute part of the Plan.

         D.       Interpretation. Subject to the express provisions of the
Plan, the Board of Directors of the Company shall have complete authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, and to make all determinations necessary or advisable for the
administration of the Plan. No member of the Board of Directors of the Company
shall be liable to any person for any act or determination made in good faith
with respect to the Plan or any Compensation payable hereunder.


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