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                          EXECUTIVE SEVERANCE AGREEMENT

                         UNITED WISCONSIN SERVICES, INC.

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CONTENTS

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<S>                                                                                                                     <C>
Article 1. Establishment, Term, and Purpose                                                                              1

Article 2. Definitions                                                                                                   1

Article 3. Loss of Eligibility under this Agreement                                                                      5

Article 4. Severance Benefits                                                                                            5

Article 5. Form and Timing of Severance Benefits                                                                         8

Article 6. Excise Tax Equalization Payment                                                                               8

Article 7. The Company's Payment Obligation                                                                              9

Article 8. Legal Remedies                                                                                               10

Article 9. Outplacement Assistance                                                                                      10

Article 10. Successors and Assignment                                                                                   11

Article 11. Miscellaneous                                                                                               11

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                          EXECUTIVE SEVERANCE AGREEMENT

       THIS AGREEMENT is made and entered into as of the ____ day of
____________, 2000, by and between United Wisconsin Services, Inc. (hereinafter
referred to as the "Company") and Michael E. Bernstein (hereinafter referred to
as the "Executive").

       WHEREAS, the Board of Directors of the Company has approved the Company
entering into severance agreements with certain key executives of the Company;

       WHEREAS, the Executive is a key executive of the Company;

       WHEREAS, should the possibility of a Change in Control of the Company
arise, the Board believes it is imperative that the Company and the Board should
be able to rely upon the Executive to continue in his or her position, and that
the Company should be able to receive and rely upon the Executive's advice, if
requested, as to the best interests of the Company without concern that the
Executive might be distracted by the personal uncertainties and risks created by
the possibility of a Change in Control; and

       WHEREAS, should the possibility of a Change in Control arise, in addition
to his or her regular duties, the Executive may be called upon to assist in the
assessment of such possible Change in Control, advise management and the Board
as to whether such Change in Control would be in the best interests of the
Company, and to take such other actions as the Board might determine to be
appropriate.

       NOW, THEREFORE, to assure the Company that it will have the continued
dedication of the Executive and the availability of his or her advice and
counsel notwithstanding the possibility, threat, or occurrence of a Change in
Control of the Company, and to induce the Executive to remain in the employ of
the Company, and for other good and valuable consideration, the Company and the
Executive agree as follows:

ARTICLE 1. ESTABLISHMENT, TERM, AND PURPOSE

       This Agreement will commence on the Effective Date and, subject to
Article 3, shall continue in effect for three (3) full years. However, at the
end of such three (3) year period and, if extended, at the end of each
additional year thereafter, the term of this Agreement shall be extended
automatically for one (1) additional year, unless the Committee delivers written
notice six (6) months prior to the end of such term, or extended term, to the
Executive, that the Agreement will not be extended. In the latter case, the
Agreement will terminate at the end of the term, or extended term, then in
progress, or as provided in Article 3.

       However, in the event a Change in Control occurs during the original or
any extended term, this Agreement will remain in effect for the longer of: (i)
twenty-four (24) months beyond the month in which such Change in Control
occurred; or (ii) until all obligations of the Company hereunder have been
fulfilled, and until all benefits required hereunder have been paid to the
Executive.

ARTICLE 2. DEFINITIONS

       Whenever used in this Agreement, the following terms shall have the
meanings set forth below and, when the meaning is intended, the initial letter
of the word is capitalized.


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       2.1 "BASE SALARY" means the salary of record paid to the Executive by the
Company as annual salary, excluding amounts received under incentive or other
bonus plans, whether or not deferred.

       2.2 "BENEFICIAL OWNER" shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange Act, but
excluding those whose status arises from the holding of proxies and including
option holders on a fully diluted basis.

       2.3 "BENEFICIARY" means the persons or entities designated or deemed
designated by the Executive pursuant to Section 11.2 herein.

       2.4 "BOARD" means the Board of Directors of the Company.

       2.5 "CAUSE" means: (a) the Executive's willful and continued failure to
substantially perform his or her duties with the Company (other than any such
failure resulting from Disability or occurring after issuance by the Executive
of a Notice of Termination for Good Reason), after a written demand for
substantial performance is delivered to the Executive that specifically
identifies the manner in which the Company believes that the Executive has
willfully failed to substantially perform his or her duties, and after the
Executive has failed to resume substantial performance of his or her duties on a
continuous basis within thirty (30) calendar days of receiving such demand; (b)
the Executive willfully engaging in conduct (other than conduct covered under
(a) above) which is demonstrably and materially injurious to the Company,
monetarily or otherwise; or (c) the Executive having been convicted of a felony
(as evidenced by binding and final judgment, order or decree of a court of
competent jurisdiction, in effect after exhaustion of all rights of appeal)
which substantially impairs the Executive's ability to perform his or her duties
or responsibilities. For purposes of this subparagraph, the Executive's actions
or failures to act will be deemed "willful" only if done or omitted in bad faith
and without reasonable belief that the action or omission was in the best
interests of the Company.

2.6        "CHANGE IN CONTROL" of the Company shall have the following meanings:

              (a)    Any Person (other than the Company, Blue Cross & Blue
                     Shield United of Wisconsin ("BCBSUW") or any of their
                     respective subsidiaries), a trustee or other fiduciary
                     holding securities under an employee benefit plan of the
                     Company, or a corporation owned directly or indirectly by
                     the shareowners of the Company in substantially the same
                     proportions as their ownership of stock of the Company), or
                     an underwriter temporarily holding securities pursuant to
                     an offering of securities, becomes the Beneficial Owner,
                     directly or indirectly, of securities of the Company
                     (excluding from the securities beneficially owned by such
                     Person any securities acquired directly from the Company or
                     its affiliates pursuant to express authorization by the
                     Board citing this exception) representing twenty percent
                     (20%) or more of the combined voting power of the Company's
                     then outstanding voting securities and representing more
                     than the voting power then held by the shareowner that was
                     the largest shareowner at the time conversion occurred; or

              (b)    During any period of two (2) consecutive years (not
                     including any period prior to the Effective Date),
                     individuals who at the beginning of such period constitute
                     the Board (and any new director, whose election by the
                     Company's shareowners


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                      was approved by a vote of at least two-thirds (2/3) of
                      the directors then still in office who either were
                      directors at the beginning of the period or whose
                      election or nomination for election was so approved),
                      (collectively the "Continuing Directors"), cease for
                      any reason to constitute a majority thereof; provided,
                      however, that individuals who are appointed to the
                      Board pursuant to or in accordance with the terms of an
                      agreement related to a merger, consolidation, or share
                      exchange involving the Company (or any direct or
                      indirect subsidiary of the Company) shall not be
                      Continuing Directors for purposes of this Agreement
                      until after such individuals are first nominated for
                      election by a vote of at least two-thirds (2/3) of the
                      then Continuing Directors and are thereafter elected as
                      directors by the shareowners of the Company at a
                      meeting of shareowners held following consummation of
                      such merger, consolidation, or share exchange; or

              (c)    Any of the following occurs: (i) the Directors (and, if
                     needed, the Company's shareowners) approve a plan of
                     complete liquidation of the Company; or [ii] the sale,
                     lease, exchange, transfer or other disposition of all or
                     substantially all the Company's assets; or (iii) a merger,
                     consolidation, share exchange, or reorganization of the
                     Company with or involving any other corporation, other than
                     a merger, consolidation, share exchange or reorganization
                     that would result in the voting securities of the Company
                     outstanding immediately prior thereto continuing to
                     represent (either by remaining outstanding or by being
                     converted into voting securities of the surviving entity),
                     more than fifty percent (50%) of the combined voting power
                     of the voting securities of the Company (or such surviving
                     entity) outstanding immediately after such merger,
                     consolidation, share exchange or reorganization.

       However, in no event shall a "Change in Control" be deemed to have
occurred, with respect to an Executive, if the Executive is part of a purchasing
group which consummates the Change-in-Control transaction. An Executive shall be
deemed "part of a purchasing group" for purposes of the preceding sentence if
the Executive is an equity participant in the purchasing company or group
(except for: (i) passive ownership of less than three percent (3%) of the stock
of the purchasing company; or (ii) ownership of equity participation in the
purchasing company or group which is otherwise not significant, as determined
prior to the Change in Control by a majority of the nonemployee directors).

       Additionally, in no event shall a "Change in Control" be deemed to have
occurred, solely by reason of a merger, consolidation, or reorganization of the
Company with BCBSUW.

       2.7 "CODE" means the United States Internal Revenue Code of 1986, as
amended, and any successors thereto.

       2.8 "COMMITTEE" means the Management Review Committee of the Board or any
other committee appointed by the Board to perform the functions of the
Management Review Committee or any successor committee which performs the
functions of the Management Review Committee or, in the absence of one, by the
Board.

       2.9 "COMPANY" means United Wisconsin Services, Inc., a Wisconsin
corporation, or any successor thereto as provided in Article 10 herein.


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       2.10 "DISABILITY" means a complete and permanent disability as determined
by the Committee in accordance with the UWSI/BCBSUW Long-Term Disability Plan.

       2.11 "EFFECTIVE DATE" means the date of this Agreement set forth above.

       2.12 "EFFECTIVE DATE OF TERMINATION" means the date on which a Qualifying
Termination occurs.

       2.13 "EXCHANGE ACT" means the United States Securities Exchange Act of
1934, as amended.

       2.14 "GOOD REASON" shall mean, without the Executive's express written
consent, the occurrence of any one or more of the following:

            (a)    The assignment of the Executive to duties materially
                   inconsistent with the Executive's authorities, duties,
                   responsibilities, and status (including offices and
                   reporting requirements) as an employee of the Company, or a
                   reduction or alteration in the nature or status of the
                   Executive's authorities, duties, or responsibilities from
                   the greater of those in effect (i) on the Effective Date;
                   (ii) during the fiscal year immediately preceding the year
                   of the Change in Control; or (iii) immediately preceding
                   the Change in Control;

            (b)    Any breach of this Agreement by the Company, other than an
                   isolated, insubstantial or inadvertent failure which is not
                   taken in bad faith and which the Company or any successor
                   remedies promptly after notice from the Executive;

            (c)    The Executive's principal office is moved to a location
                   that is more than fifty (50) miles farther from the
                   Executive's home than the principal office location
                   immediately prior to the Change in Control;

            (d)    A reduction by the Company in the Executive's Base Salary
                   as in effect on the Effective Date or as the same shall be
                   increased from time to time;

            (e)    A material reduction in the Executive's level of
                   participation in any of the Company's short- and/or
                   long-term incentive compensation plans, or employee benefit
                   or retirement plans, policies, practices, or arrangements
                   in which the Executive participates from the greater of the
                   levels in place on: (i) the Effective Date; (ii) the fiscal
                   year immediately preceding the Change in Control; or (iii)
                   immediately preceding the Change in Control;

            (f)    The failure of the Company to obtain a satisfactory
                   agreement from any successor to the Company to assume and
                   agree to perform this Agreement, as contemplated in Article
                   10 herein; or

            (g)    Any termination of Executive's employment by the Company
                   that is not effected pursuant to a Notice of Termination.

       The existence of Good Reason shall not be affected by the Executive's
temporary incapacity due to physical or mental illness not constituting a
Disability. The Executive's Retirement shall constitute


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a waiver of the Executive's rights with respect to any circumstance constituting
Good Reason. The Executive's continued employment shall not constitute a waiver
of the Executive's rights with respect to any circumstance constituting Good
Reason.

       2.15 "NOTICE OF TERMINATION" means a written notice which shall indicate
the specific provision in this Agreement governing the Executive's termination
of employment and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.

       2.16 "PERSON" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a "group" as provided in Section 13(d).

       2.17 "PROFIT SHARING PLAN" means the United Wisconsin Services, Inc. and
Blue Cross & Blue Shield United of Wisconsin Profit Sharing Plan.

       2.18 "QUALIFYING TERMINATION" means termination of the Executive's
employment under one of the circumstances described in Section 4.2 below.

       2.19 "RETIREMENT" shall have the meaning ascribed to such term in the
Company's tax-qualified defined benefit pension plan or under the successor or
replacement of such plan if it is then no longer in effect. "Retirement" shall
be deemed to occur only if it is pursuant to a mandatory retirement provision in
such plan or if the Executive and the Company agree in writing that "Retirement"
has occurred for purposes of this Agreement. (Retirement pursuant to a mandatory
retirement provision added on or after a date six months prior to a Change in
Control will not be treated as mandatory retirement for purposes of this
Agreement.)

       2.20 "SEVERANCE BENEFITS" means the payment of severance compensation as
provided in Section 4.3 herein.

ARTICLE 3. LOSS OF ELIGIBILITY UNDER THIS AGREEMENT
       In the event Executive's job classification is reduced, the Committee, in
its sole discretion, may cancel this Agreement by written notice delivered to
the Executive. A cancellation occurring later than six (6) months prior to a
Change in Control shall be null and void.

ARTICLE 4. SEVERANCE BENEFITS
       4.1  RIGHT TO SEVERANCE BENEFITS. The Executive shall be entitled to
receive from the Company Severance Benefits, as described in Section 4.3 herein,
if the Executive incurs a Qualifying Termination during the six (6) month period
immediately prior to a Change in Control or within twenty-four (24) calendar
months following a Change in Control.

       The Executive shall not be entitled to receive Severance Benefits if he
or she is terminated for Cause, or if his or her employment with the Company
ends due to death, Disability, or Retirement or due to termination of employment
by the Executive without Good Reason.

       4.2  QUALIFYING TERMINATION OF EMPLOYMENT. Upon the occurrence of any one
or more of the following events the Company shall pay Severance Benefits to the
Executive under this Agreement:


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            (a)    Termination of the Executive's employment by the Company
                   for reasons other than Cause.

            (b)    Termination by the Executive for Good Reason pursuant to a
                   Notice of Termination delivered to the Company by the
                   Executive.

       4.3  DESCRIPTION OF SEVERANCE BENEFITS. In the event the Executive
becomes entitled to receive Severance Benefits as provided in Sections 4.1 and
4.2 herein, the Company shall pay to the Executive and provide him or her with
the following:

            (a)    An amount equal to two (2) times the highest rate of the
                   Executive's annualized Base Salary in effect at any time up
                   to and including the Effective Date of Termination.

            (b)    An amount equal to two (2) times the Executive's target
                   award under the annual bonus plan and the Profit Sharing
                   Plan established for the plan year in which the Executive's
                   Effective Date of Termination occurs, or the prior plan
                   year if a target award has not been established for the
                   plan year in which the Executive's Effective Date of
                   Termination occurs.

            (c)    A continuation of the welfare benefits of health care, life
                   and accidental death and dismemberment, and disability
                   insurance coverage (collectively, "Supplemental Benefits")
                   for two (2) full years after the Effective Date of
                   Termination. These benefits shall be provided at the same
                   cost to the Executive (if any), and at the same coverage
                   level, as in effect as of the Executive's Effective Date of
                   Termination. However, in the event the premium cost and/or
                   level of coverage shall change for all management employees
                   with respect to Supplemental Benefits, the cost and/or
                   coverage level, likewise, shall change for the Executive in
                   a corresponding manner. COBRA-related benefits will begin
                   as of the end of the three year period (or upon earlier
                   discontinuance described below).

                   The continuation of any or all these welfare benefits shall
                   be discontinued prior to the end of the two (2) year period
                   in the event the Executive has available substantially
                   similar benefits at a comparable cost from a subsequent
                   employer. The Executive must supply all information
                   reasonably requested by the Company pursuant to this
                   subsection.

            (d)    An amount equal to the Executive's unpaid targeted annual
                   bonus, established for the plan year in which the
                   Executive's Effective Date of Termination occurs,
                   multiplied by a fraction, the numerator of which is the
                   number of days completed in the then-existing fiscal year
                   through the Effective Date of Termination, and the
                   denominator of which is three hundred sixty-five (365).

            (e)    An amount equal to the Executive's unpaid allocation from
                   the Profit Sharing Plan, established for the plan year in
                   which the Executive's Effective Date of Termination occurs,
                   multiplied by a fraction, the numerator of which is the
                   number of days completed in the then-existing fiscal year
                   through the


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                   Effective Date of Termination, and the denominator of which
                   is three hundred sixty-five (365).

       Incentive awards granted under the United Wisconsin Services, Inc. Equity
Incentive Plan, the United Wisconsin Services, Inc. Stock Appreciation Rights
Plan and other incentive arrangements adopted by the Company shall be governed
by the terms of the applicable plan.

       The aggregate benefits accrued by the Executive as of the Effective Date
of Termination under the UWSI/BCBSUW Pension Plan, the UGS Pension Plan, the
UWSI/BCBSUW 401(k) Plan, and other qualified savings and retirement plans
sponsored by the Company shall be governed by the terms of the applicable plan.
For purposes of the UWSI/BCBSUW Supplemental Executive Retirement Plan, such
benefits shall be calculated under the assumption that the minimum service
requirement under Section 4.1 of the UWSI/BCBSUW Supplemental Executive
Retirement Plan (vesting requirement) shall be deemed to have been satisfied as
of the date of a Qualifying Termination and the Executive's employment continued
following the Effective Date of Termination for two (2) full years (i.e., two
(2) additional years of service credits shall be added); provided, however, that
for purposes of determining "final average pay" under such program, the
Executive's actual pay history as of the Effective Date of Termination shall be
used.

       For purposes of the UWSI/BCBSUW Retiree Medical Plan, such benefits shall
be calculated under the assumption that the Executive's employment continued
following the Effective Date of Termination for three (3) full years (i.e.,
three (3) additional years of service credits shall be added and the Executive's
age advanced to correspond).

       Compensation which has been deferred under the UWSI/BCBSUW Deferred
Compensation Plan or other plans sponsored by the Company, as applicable,
together with all interest that has been credited with respect to any such
deferred compensation balances, shall be governed by the terms of the applicable
plan.

       4.4  TERMINATION FOR DISABILITY. In the event the Executive's employment
is terminated due to Disability, the Executive shall not be entitled to the
Severance Benefits described in Section 4.3. The terms and conditions of the
Executive's employment rights under that circumstance shall be determined
without regard to this Agreement.

       4.5  TERMINATION FOR RETIREMENT OR DEATH. If the Executive's employment
is terminated by reason of his or her Retirement or death, the Executive shall
not be entitled to the Severance Benefits described in Section 4.3. The terms
and conditions of the Executive's employment rights under those circumstances
are to be determined without regard to this Agreement.

       4.6  TERMINATION FOR CAUSE OR BY THE EXECUTIVE OTHER THAN FOR GOOD
REASON. If the Executive's employment is terminated either: (a) by the Company
for Cause; or (b) by the Executive other than for Good Reason, the Company shall
pay the Executive the amounts specified in Section 4.8 and the Company shall
have no further obligations to the Executive under this Agreement.

       4.7  NOTICE OF TERMINATION. Any termination of employment by the Company
or by the Executive for Good Reason shall be communicated by a Notice of
Termination. If the Executive is providing the notice, it should be delivered to
a member of the Committee. If the Company is providing notice, it should be
delivered to the Executive.


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       4.8  PAYMENT OF ACCRUED COMPENSATION AND BENEFITS. In all events,
Executive shall, upon termination of employment with the Company, be paid an
amount equal to Executive's unpaid Base Salary, accrued vacation pay and any
other accrued but unpaid compensation in cash or cash equivalents within ten
(10) days of the termination except where the terms of the compensation
arrangement or plan govern instead of this Agreement and specifically provide
for later payment.

ARTICLE 5. FORM AND TIMING OF SEVERANCE BENEFITS
       5.1  FORM AND TIMING OF SEVERANCE BENEFITS. The Severance Benefits
described in Sections 4.3(a), 4.3(b), 4.3(d), and 4.3(e) herein shall be paid in
cash or cash equivalents to the Executive in a single lump sum as soon as
practicable following the Effective Date of Termination, (or, if later, the date
of the Change in Control) but in no event beyond ten (10) days from such date.
The Severance Benefits described in Section 4.3(c) shall be paid at the times
due under each applicable plan.

       5.2  WITHHOLDING OF TAXES. The Company shall be entitled to withhold from
any amounts payable under this Agreement all taxes as legally shall be required
(including, without limitation, any United States Federal taxes and any other
state, city, or local taxes).

ARTICLE 6. EXCISE TAX EQUALIZATION PAYMENT
       6.1  EXCISE TAX EQUALIZATION PAYMENT. In the event that the Executive
becomes entitled to Severance Benefits or any other payment or benefit under
this Agreement, or under any other agreement with or plan of the Company (in the
aggregate, the "Total Payments"), if all or any part of the Total Payments will
be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or
any similar tax that may hereafter be imposed), the Company shall pay to the
Executive in cash an additional amount (the "Gross-Up Payment") such that the
net amount retained by the Executive after deduction of any Excise Tax upon the
Total Payments and any federal, state, and local income tax, penalties,
interest, and Excise Tax upon the Gross-Up Payment provided for by this Section
6.1 (including FICA and FUTA), shall be equal to the Total Payments. Such
payment shall be made by the Company to the Executive as soon as practical
following the Effective Date of Termination, but in no event beyond thirty (30)
days from such date. Notwithstanding the foregoing, however, that the
Executive's Severance Benefits shall be grossed up only in the event that
application of the gross-up feature would result in the Executive receiving
additional after-tax Change in Control amounts of at least $100,000. In the
event that a gross-up of the Executive's Severance Benefits under this Agreement
would result in less than $100,000 additional after-tax Change in Control
related amounts, the Executive's Severance Benefits shall be capped at the
maximum amount that may be paid without incurring Excise Tax.

       6.2  TAX COMPUTATION. For purposes of determining whether any of the
Total Payments will be subject to the Excise Tax and the amounts of such Excise
Tax:

            (a)    Any other payments or benefits received or to be received
                   by the Executive in connection with a Change in Control of
                   the Company or the Executive's termination of employment
                   (whether pursuant to the terms of this Agreement or any
                   other plan, arrangement, or agreement with the Company, or
                   with any Person whose actions result in a Change in Control
                   of the Company or any Person affiliated with the Company or
                   such Persons) shall be treated as  "parachute payments"
                   within the meaning of Section 280G(b)(2) of the Code, and
                   all "excess parachute payments" within the meaning of
                   Section 280G(b)(1) shall be treated as


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                     subject to the Excise Tax, unless in the opinion of a
                     nationally recognized tax counsel selected by the Company's
                     independent auditors and reasonably acceptable to the
                     Executive: (i) such other payments or benefits (in whole or
                     in part) do not constitute parachute payments; (ii) such
                     excess parachute payments (in whole or in part) represent
                     reasonable compensation for services actually rendered
                     within the meaning of Section 280G(b)(4) of the Code in
                     excess of the base amount within the meaning of Section
                     280G(b)(3) of the Code; or (iii) are otherwise not subject
                     to the Excise Tax;

              (b)    The amount of the Total Payments which shall be treated as
                     subject to the Excise Tax shall be equal to the lesser of:
                     (i) the total amount of the Total Payments; or (ii) the
                     amount of excess parachute payments within the meaning of
                     Section 280G(b)(1) (after applying clause (a) above); and

              (c)    The value of any noncash benefits or any deferred payment
                     or benefit shall be determined by the Company's independent
                     auditors in accordance with the principles of Sections
                     280G(d)(3) and (4) of the Code.

       For purposes of determining the amount of the Gross-Up Payment, the
Executive shall be deemed to pay federal income taxes at the highest marginal
rate of federal income taxation in the calendar year in which the Gross-Up
Payment is to be made, and state and local income taxes at the highest
marginal rate of taxation in the state and locality of the Executive's
residence on the Effective Date of Termination, net of the maximum reduction
in federal income taxes which could be obtained from deduction of such state
and local taxes.

       6.3 SUBSEQUENT RECALCULATION. In the event the Internal Revenue
Service adjusts the computation of the Company under Section 6.2 herein so
that the Executive did not receive the greatest net benefit, the Company
shall reimburse the Executive for the full amount necessary to make the
Executive whole, plus a market rate of interest, as determined by the
national tax counsel referred to above.

       6.4 COSTS OF CALCULATIONS. The Company agrees to bear all costs
associated with, and to indemnify and hold harmless, the national tax counsel
of and from any and all claims, damages, and expenses resulting from or
relating to its determination pursuant to this Article 6, except for claims,
damages, or expenses resulting from the gross negligence or willful
misconduct of such firm.

ARTICLE 7. THE COMPANY'S PAYMENT OBLIGATION
       7.1 PAYMENT OBLIGATIONS ABSOLUTE. The Company's obligation to make the
payments and the arrangements provided for herein shall be absolute and
unconditional, and shall not be affected by any circumstances, including,
without limitation, any offset, counterclaim, recoupment, defense, or other
right which the Company may have against the Executive or anyone else. All
amounts payable by the Company hereunder shall be paid without notice or
demand. Subject to the provision set forth in Section 8.1 and 8.2, each and
every payment made hereunder by the Company shall be final, and the Company
shall not seek to recover all or any part of such payment from the Executive
or from whomsoever may be entitled thereto, for any reasons whatsoever.

       The Executive shall not be obligated to seek other employment in
mitigation of the amounts payable or arrangements made under any provision of
this Agreement, and the obtaining of any such

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other employment shall in no event effect any reduction of the Company's
obligations to make the payments and arrangements required to be made under
this Agreement, except to the extent provided in Section 4.3(c) herein.

       7.2 CONTRACTUAL RIGHTS TO BENEFITS. This Agreement establishes and
vests in each Executive a contractual right to the benefits to which he or
she is entitled hereunder. However, nothing herein contained shall require or
be deemed to require, or prohibit or be deemed to prohibit, the Company to
segregate, earmark, or otherwise set aside any funds or other assets, in
trust or otherwise, to provide for any payments to be made or required
hereunder.

ARTICLE 8. LEGAL REMEDIES
       8.1 PAYMENT OF LEGAL FEES. To the extent permitted by law, the Company
shall pay all legal fees, costs of litigation, prejudgment interest, and
other expenses incurred in good faith by the Executive as a result of the
Company's refusal to provide the Severance Benefits to which the Executive
becomes entitled under this Agreement, or as a result of the Company's
contesting the validity, enforceability, or interpretation of this Agreement,
or as a result of any conflict (including conflicts related to the
calculation of parachute payments) between the parties pertaining to this
Agreement; provided, however, that the Company shall be reimbursed by the
Executive for all such fees and expenses in the event the Executive fails to
prevail with respect to any one (1) material issue of dispute in connection
with such legal action. The Executive shall not be liable for the Company's
fees or costs related to any such litigation.

       8.2 ARBITRATION. Executive shall have the right and option to elect
(in lieu of litigation) to have any dispute or controversy arising under or
in connection with this Agreement settled by arbitration, conducted before a
panel of three (3) arbitrators sitting in a location selected by the
Executive within fifty (50) miles from the location of his or her employment
with the Company, in accordance with the rules of the American Arbitration
Association then in effect.

       Judgment may be entered on the award of the arbitrator in any court
having proper jurisdiction. All expenses of such arbitration, including the
fees and expenses of the counsel for the Executive, shall be borne by the
Company; provided, however, that the Company shall be reimbursed by the
Executive for all such fees and expenses in the event the Executive fails to
prevail with respect to any one (1) material issue of dispute in connection
with such legal action. The Executive shall not be liable for the Company's
fees or costs related to any such arbitration.

ARTICLE 9. OUTPLACEMENT ASSISTANCE
       Following a Qualifying Termination (as described in Section 4.2
herein), the Executive shall be reimbursed by the Company for the costs of
all outplacement services obtained by the Executive within the two (2) year
period after the Effective Date of Termination; provided, however, that the
total reimbursement shall be limited to an amount equal to fifteen percent
(15%) of the Executive's Base Salary as of the Effective Date of Termination.

ARTICLE 10. SUCCESSORS AND ASSIGNMENT
       10.1 SUCCESSORS TO THE COMPANY. The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation, or otherwise)
of all or substantially all of the business and/or assets of the Company or of
any division or subsidiary thereof to expressly assume and agree to perform the
Company's obligations under this Agreement in the same manner and to the same
extent that the Company would be required to perform them if no such succession
had taken place.

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Failure of the Company to obtain such assumption and agreement prior to the
effective date of any such succession shall be a breach of this Agreement and
shall entitle Executives to compensation from the Company in the same amount
and on the same terms as they would be entitled to hereunder if they had
terminated their employment with the Company voluntarily for Good Reason.
Except for the purposes of implementing the foregoing, the date on which any
such succession becomes effective shall be deemed the Effective Date of
Termination.

       10.2 ASSIGNMENT BY THE EXECUTIVE. This Agreement shall inure to the
benefit of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees, and legatees. If the Executive dies (prior to receipt of all
amounts due under Sections 4.3(a), (b), (d) or (e) and 4.8, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms
of this Agreement to the Executive's Beneficiary. If the Executive has not
named a Beneficiary, then such amounts shall be paid to the Executive's
devisee, legatee, or other designee, or if there is no such designee, to the
Executive's estate.

ARTICLE 11. MISCELLANEOUS
       11.1 EMPLOYMENT STATUS. Except as may be provided under any other
agreement between the Executive and the Company, the employment of the
Executive by the Company is "at will," and may be terminated by either the
Executive or the Company at any time, subject to applicable law.

       11.2 BENEFICIARIES. The Executive may designate one or more persons or
entities as the primary and/or contingent Beneficiaries of any Severance
Benefits owing to the Executive under this Agreement. Such designation must
be in the form of a signed writing acceptable to the Committee. The Executive
may make or change such designations at any time.

       11.3 SEVERABILITY. In the event any provision of this Agreement shall
be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of the Agreement, and the Agreement shall be
construed and enforced as if the illegal or invalid provision had not been
included. Further, the captions of this Agreement are not part of the
provisions hereof and shall have no force and effect.

       11.4 MODIFICATION. No provision of this Agreement may be modified,
waived, or discharged unless such modification, waiver, or discharge is
agreed to in writing and signed by the Executive and by the Company, or by
the respective parties' legal representatives and successors.

       11.5 APPLICABLE LAW. To the extent not preempted by the laws of the
United States, the laws of the state of Wisconsin shall be the controlling
law in all matters relating to this Agreement.

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       IN WITNESS WHEREOF, the parties have executed this Agreement on this ___
day of _________, 2000.

       United Wisconsin Services, Inc.       Executive: ______________________
                                                        Michael E. Bernstein

       By:_____________________________

       Its:____________________________

       Attest:__________________________

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