EXHIBIT 10.1

                              EXECUTIVE MANAGEMENT
                       - 2004 INTERIM PERFORMANCE AWARD -


DESCRIPTION:    o    The award is established and governed by the terms of
                     the Executive Annual Incentive Plan of American Medical
                     Security Group, Inc.

                o    Participants are members of the Executive Management Group.

                o    The purpose of the 2004 Interim Performance Award is to
                     encourage superior performance by executives by
                     awarding compensation to executives based on their
                     accomplishment of performance goals.

                o    The award applies to the 2004 Fiscal Year.

PERFORMACE
GOAL:           o    Compensation awarded will be based on the Company's
                     earnings before interest, taxes, depreciation and
                     amortization (EBITDA) performance for the 2004 Fiscal Year.

INCENTIVE
OPPORTUNITY     o    The award opportunity is based on competitive incentive
                     opportunities expressed as a percent of base salary, as
                     follows:

                                                                      INCENTIVE
                      POSITION LEVEL                                 OPPORTUNITY
                      President and CEO                                    %
                      Executive Vice President                             %
                      Senior Vice President, Chief Marketing Officer       %
                      Senior Vice President, General Counsel               %
                      Vice President, Human Resources                      %
                      Vice President, Corporate Communications             %

AWARD
LEVERAGE        o    The table below outlines the structure that will be used to
                     determine the percent of the Interim Performance Award
                     incentive opportunity earned:


                            EBITDA                  TOTAL IPA INCENTIVE
                       (ACTUAL VS. PLAN)                OPPORTUNITY
                                                   (% OF IPA AWARD EARNED)

                               %                              %
                               %                              %
                               %                              %


AWARD
DETERMINATION   o    The Compensation Committee shall certify the amount of
                     the award eligible for payment, based on the attainment
                     of the applicable performance award described above, as
                     soon as practicable after the end of the 2004 Fiscal
                     Year.
AWARD
VESTING         o    Payment of incentive awards described above will
                     automatically be deferred through the end of calendar
                     year 2006. Payment of such deferred award shall be
                     contingent upon the participant's continued employment
                     with the company through December 31, 2006.

AWARD
PAYMENT         o    Incentive awards for Fiscal Year 2004 granted by the
                     Committee shall be paid in cash to each participant
                     remaining employed on December 31, 2006, as soon as
                     possible after December 31, 2006.

                o    The Committee may permit a participant to further defer
                     the receipt of cash awarded according to rules and
                     procedures it establishes for such deferrals.


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TERMINATION OF
EMPLOYMENT      o    In the event of termination of employment by reason of
                     death or disability (as determined by the Committee)
                     following the determination of the award but prior to
                     payment of the award, the award shall become payable as
                     soon as practicable following such death or disability. In
                     the event of termination of employment by Retirement (as
                     defined in the Executive Annual Incentive Plan) following
                     the determination of the award but prior to payment of the
                     award, the Committee shall retain discretion over the
                     payment of any unpaid award. In the event of termination of
                     employment for any reason other than death, disability or
                     Retirement following the determination of the award but
                     prior to the payment of the award, the award payment shall
                     be forfeited.

CHANGE OF
CONTROL         o    In the event of a Change of Control (as defined in the
                     Change of Control Severance Benefit Plan) following the
                     determination of the award but prior to payment of the
                     award, the award shall become payable upon such Change of
                     Control and shall be paid within 30 days of such Change of
                     Control.




NOTES:   o  All references to base salary mean the incumbent's base salary as of
            March 2, 2004.
         o  The impact of any change in the Company's accounting policies that
            are required by a change in Generally Accepted Accounting
            Principles after the goal is established are excluded from EBITDA.