<PAGE>
                       AMENDMENT TO EMPLOYEE BENEFITS AGREEMENT

          This Amendment to Employee Benefits Agreement (the "Amendment") is 
dated as of September _____, 1998 by and between American Medical Security 
Group, Inc., f/k/a United Wisconsin Services, Inc., ("AMSG") a Wisconsin 
corporation, and United Wisconsin Services, Inc., f/k/a Newco/UWS, Inc. 
("UWS"), a Wisconsin corporation.

          WHEREAS, AMSG and UWS previously entered into an Employee Benefits 
Agreement (the "Benefits Agreement") dated September 11, 1998; and

          WHEREAS, parties believe it is appropriate to modify the provisions 
of the Benefits Agreement with respect to the option exercise price of 
certain stapled options which will be issued as provided in the Benefits 
Agreement;

          NOW, THEREFORE, in consideration of the mutual agreements, 
provisions and covenants contained in the Benefits Agreement and this 
Amendment, AMSG and UWS agree as follows:

          Section 5(c) is of the Benefits Agreement is hereby amended to read 
as follows:

          (c)  (i)  HILLIARD, WEYERS, HEFTY, MORDY & HANSON  As of the 
Distribution, Hilliard, Weyers, Hefty, Mordy & Hanson shall  receive, for 
each option each currently holds with respect to one share of UWS Common 
Stock, an option with respect to one share of AMSG Common Stock and an option 
with respect to one share of  Newco/UWS Common Stock.  The Options with 
respect to AMSG Common Stock which are issued to Hefty, Mordy & Hanson shall 
continue to be issued under the UWS Stock Option Plans.  The Options with  
respect to AMSG Common Stock which are issued to Hilliard and  Weyers shall 
continue to be issued by AMSG.  The exercise price of each option received 
with respect to each share of AMSG Common Stock shall be determined under the 
AMSG Stapled Option Exercise Price Formula (attached as Exhibit A).  The 
Options with respect to Newco/UWS Common Stock which are issued to Hefty, 
Mordy & Hanson shall be issued under the newly established Newco/UWS Stock 
Option Plans.  The Options with respect to Newco/UWS Common Stock which are 
issued to Hilliard and Weyers shall be issued by Newco/UWS.  The exercise 
price of each option received with respect to Newco/UWS Common Stock shall be 
determined under the Newco/UWS Stapled Option Exercise Price Formula 
(attached as Exhibit B). (ii) MILLER As of the Distribution, Miller shall 
receive, for each option granted to him with respect to one share of UWS 
Common Stock on December 6, 1995 an option with respect to one share of AMSG 
Common Stock and an option with respect to one share of Newco/UWS Common 
Stock.  The options with respect to AMSG Common Stock shall continue to be 
issued under the UWS Stock Option Plans.  The options with respect to 
Newco/UWS Common Stock shall be issued under the newly established Newco/UWS 
Stock Option Plans.  The exercise price of each option received with respect 
to each share of AMSG Common Stock shall be determined under the AMSG Staple 
Option Exercise Price Formula (attached as 

<PAGE>

Exhibit A).  The exercise price of each option received with respect to 
Newco/UWS Common Stock shall be determined under the Newco/UWS Stapled Option 
Exercise Price Formula (attached as Exhibit B).  All other options Miller has 
received with respect to UWS Stock shall be adjusted effective as of the 
Effective Date by multiplying the number of shares of UWS Common Stock 
subject to the option by the AMSG Adjustment Factor and dividing the exercise 
price by the AMSG Adjustment Factor.  Such Options which are issued pursuant 
to the UWS Stock Option Plans shall continue to be issued pursuant to such 
plans and such options which are not issued pursuant to the UWS Stock Option 
Plans shall continue to be issued outside of the UWS Stock Option Plans.  
(iii) The termination of employment provisions contained in the UWS Stock 
Option Plans or the newly established Newco/UWS Stock Option Plans shall be 
applied to any option received pursuant to this subsection which is not 
granted by the individual's actual employer (or a member of such employer's 
Group) based on the individual's termination of employment with his actual 
employer.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment 
to Employees Benefit Agreement to be duly executed as of the date first above 
written.

                              AMERICAN MEDICAL SECURITY GROUP, INC, 
                              (f/k/a United Wisconsin Services Inc.)

                              By:____________________________  


                              UNITED WISCONSIN SERVICES, INC.
                              (f/k/a Newco/UWS, Inc.)

                              By:____________________________