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                                                                    Exhibit 10.9


                   DEFERRED COMPENSATION PLAN FOR MICHAEL LEE

Plan of Deferred Compensation adopted by Tower Risk Management, Inc. (the
"Company") in favor of Michael Lee, the Company's President.

                                   WITNESSETH

WHEREAS, the Company deems it desirable to implement and adopt a nonqualified
deferred compensation plan (the "Plan") for the purpose of providing deferred
compensation awards to Michael Lee, as the Board of Directors shall determine;
and

WHEREAS, the Plan shall constitute an unfunded arrangement whereby awards will
be made but not payable to Mr. Lee until his Payment Date; and

WHEREAS, the amounts so declared as Deferred Compensation under the Plan shall
at all times until payment be fully subject to the claims of the Company's
creditors; and


NOW THEREFORE in consideration of the premises and the mutual covenants provided
for herein, the Plan is hereby adopted and shall have the terms hereinafter
provided.

1.    From time to time, the Company's Board of Directors shall meet and
      determine whether and to what extent non-qualified deferred compensation
      amounts shall be awarded (an "Award") to Michael Lee. In making each Award
      the Board shall specify the period of services for which the award is made
      and each Award shall be for services to be performed after the date of the
      Award.

2.    Any Awards so made shall not be payable until the April 1, 2008, or upon
      the earlier death of Mr. Lee, except upon such earlier death the amount to
      be paid shall be prorated over the period specified when the Award was
      made. So if the award was for calendar year 2001 services, and Mr. Lee
      dies on June 30, 2001, only 50% of that Award will be payable.

3.    The Award shall be forfeited, if, before the payment date, the Executive
      involved ceases to be employed by the Company because he voluntarily
      leaves the employ of the Company or his employment is terminated by the
      Company for Cause.

4.    Any Awards made shall continue to be fully subject to claims of the
      Company's creditors until payment is made. All Awards shall bear interest
      from the date of grant until payment at an annual rate of seven percent
      (7%.). The Plan shall be an unfunded arrangement, with all awards being
      subject to the Company's creditors until payment, and there is no
      requirement to set aside or otherwise segregate any Award prior to the
      payment date.

5.    The total amount of Awards to be made under this Plan, exclusive of
      interest, shall not exceed one million dollars ($1,000,000).
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6.    It is the intent and purpose of the Plan that awards made hereunder shall
      be neither taxable to Mr. Lee nor deductible by the Company until payment
      of the particular Award to Mr. Lee. This plan shall in all events be
      interpreted consistent with the foregoing sentence.

7.    This Plan is being promulgated pursuant to the resolution adopted by the
      Company's Board of Directors at its meeting held on the date hereof.

IN WITNESS WFIEREOF the Plan has been duly adopted effective upon the date set
forth below.

                                               /s/ Steven G. Fauth
                                              ------------------------------
                                                      Secretary

Dated: March 14, 2000