**EXHIBIT 10.23**

** **

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**UNITEDWISCONSIN SERVICES, INC.**

 

**AND**

 

**BLUECROSS & BLUE SHIELD**

 

**UNITEDOF WISCONSIN**

 

 

 

 

**2001**

 

**MANAGEMENTINCENTIVE PLAN**

 

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**2001 MANAGEMENTINCENTIVE PLAN**

 

**PARTICIPANT:                                                          ** **PAYOUT RANGE:                       **of Base

Earnings as defined in 2001 UWSI/

BCBSUW Profit Sharing Plan.

           % for satisfactory performance

           % for targeted performance

           % for outstanding performance

 

**OBJECTIVES**

 

1.               To heighten participant awareness offinancial results and to motivate employees to strive for financial success.

 

2.               To motivate participants to provideexcellent service to our customers and to maximize customer satisfactionresults.

 

3.               To motivate key management personnel tostretch performance to meet the documented personal objectives which are ofmost importance in the attainment of business unit/regional area and corporategoals and objectives.

 

4.               To maintain a competitive compensationpackage for highly motivated key management employees and to increase theleverage of performance-based compensation.

 

**ELIGIBILITY**

 

Employees are eligible to participate in the Management Incentive Plan(the “Plan”) based on the number of evaluation points attributed to theposition they hold **-OR -** on holding an exempt positionentitled Supervisor or Team Leader, with responsibility for supervising a staffof employees.  In order to be aparticipant in the 2001 Plan, the following requirements must be met:

 

1.               The employee must be actively at work onor before June 30, 2001.

 

2.               The employee must hold the incentiveeligible position on or before June 30, 2001.

 

3.               The employee must have held a managementincentive eligible position for at least six consecutive months during calendaryear 2001.

 

4.               The employee must be continuouslyemployed by the corporation through the date of payment (anticipated to beMarch 2002).

 

 

 

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**COMPONENTSOF THE PROGRAM**

 

The Plan has 2 components:

 

1.               Business Unit/Regional Area Objective -33 1/3%

2.               Individual and/or Local Area PerformanceObjectives - 66 2/3%

 

**BUSINESSUNIT/REGIONAL AREA OBJECTIVE - 33 1/3%**

 

This Component of the Management IncentivePlan is based on the Business Unit/Regional Area Financial Results (“LocalComponent”) of the 2001 UWSI/BCBSUW Profit Sharing Plan.  One-third of a participant’s payout from theManagement Incentive Plan will be determined by his or her payout from theLocal Component of the Profit Sharing Plan according to the following schedule:

 
| **Participant’s Payout From  Local Component of 2001  Profit Sharing Plan** |   | **Level of Management  Incentive Plan Payout** |
|----------------------------------------------------------------------------------|--------|------------------------------------------------|
| Less than  1.3% of Base Earnings                                                 |   | No Payout                                      |
| 1.3% of Base  Earnings                                                           |   | “Satisfactory  Performance” Level    |
| 3.0% of Base  Earnings                                                           |   | “Targeted  Performance” Level        |
| 7.0% of Base  Earnings                                                           |   | “Outstanding  Performance” Level     |

 

Prorated payouts will be made for performancebetween the stated percentages of payouts from the Local Component of theProfit Sharing Plan.

 

**INDIVIDUALAND/OR LOCAL AREA PERFORMANCE OBJECTIVES - 66 2/3%**

 

This component of the Plan is a mix ofIndividual and/or Local Area objectives based on the participant’s Local Areaas well as on the participant’s functional responsibilities.  The mix may be any combination of Individualand/or Local Area objectives which together total 66 2/3%.  Individual performance objectives shall bespecific and quantifiable and should be set in such a manner as to stretch theparticipant’s performance.  Local Areaobjectives may include such things as Local Area expense ratio targets.

 

Individual and/or Local Area PerformanceObjectives are to be determined and listed beginning on Page 3 of thisdocument.

 

**PAYMENTOF AWARDS**

 

Management Incentive Plan payments will bemade to eligible participants only in years in which an award is made under theCompany’s Profit Sharing Plan. Notwithstanding the previous sentence, the Management Review Committeesof the Boards of Directors of United Wisconsin Services, Inc. and Blue Cross& Blue Shield United of Wisconsin (collectively the “Committee”) reservethe right to selectively award bonuses for outstanding performance.

 

 

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Management Incentive Plan payments will beawarded in cash on or before April 1, 2002.

 

Participants who otherwise meet eligibilityrequirements for the Plan Year but who die, become disabled, or retire beforethe end of the Plan Year, will be eligible for a pro-rata bonus based on theparticipant’s achievement of his or her goals prior to the termination ofemployment and on months of completed service during the Plan Year.  Participants who otherwise meet eligibilityrequirements for the Plan Year but who die, become disabled, or retire beforethe payment date but after completing the full Plan Year of service, will beeligible for a bonus based on the participant’s achievement of his or hergoals.  In the case of death, paymentwill be made to the participant’s estate.

 

Employees who otherwise terminate employmentwith the Corporation prior to the payment date will not be eligible for thebonus payment.

 

**PLANADMINISTRATION**

 

The Committee maintains overallresponsibility for the Management Incentive Plan and is given completediscretion to administer the Plan and to interpret and/or modify all terms andconditions of the Plan.

 

The Committee, at its discretion, reservesthe right to amend, suspend, or terminate the Management Incentive Plan,provided that no such amendment, suspension, or termination shall reduce orimpair the value of any awards after such awards are made by the Committee.

 

 

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