2001 Supplemental Incentive Plan  Award Agreement

United Wisconsin Services, Inc. and
Blue Cross & Blue Shield United of Wisconsin

January
2001

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Contents

|           |  |                                                               |  |  
|---------- |  | ------------------------------------------------------------- |  | -
|           |  |                                                              
|Article 1. |  | Performance Period                                            |  | 1
|Article 2. |  | Target Incentive Award and Achievement of Performance Measure |  | 1
|Article 3. |  | Termination Provisions                                        |  | 1
|Article 4. |  | Interest                                                      |  | 2
|Article 5. |  | Form and Timing of Payment of Earned Target Incentive Award   |  | 2
|Article 6. |  | Nontransferability                                            |  | 3
|Article 7. |  | Administration                                                |  | 3
|Article 8. |  | Miscellaneous                                                 |  | 3

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United Wisconsin Services, Inc. and
Blue Cross & Blue Shield United of Wisconsin
2001 Supplemental Incentive Plan Award Agreement

You
have been selected to be a participant in the United Wisconsin Services, Inc. ("UWSI") and Blue Cross & Blue Shield United of Wisconsin ("BCBSUW") 2001 Supplemental
Incentive Plan (the "Plan"), as specified below:

Participant:Participant

Target Incentive Award:$

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Performance Period:January 1, 2001 to December 31, 2001



THIS
AGREEMENT (the "Agreement") effective January 1, 2001, represents the grant of the Supplemental Incentive Award by the Company to the Participant named above, pursuant to
the provisions of the Plan.

The
Plan provides a complete description of the terms and conditions governing the Supplemental Incentive Award and is hereby incorporated by reference in this Agreement. If there is
any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan's terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms
shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

Article 1. Performance Period

The Performance Period commences on January 1, 2001 and ends on December 31, 2001.

Article 2. Target Incentive Award and Achievement of Performance Measure

The amount of the Target Incentive Award to be earned under this Agreement ("Earned Target Incentive Award") shall be based upon the achievement of
preestablished performance goals related to the Company's AOP as set by the Committee for the Performance Period, based on the following chart:

|AOP Attainment         |  | Percentage of Target
Incentive Award Earned1 |  | AOP Attainment |  | Percentage of Target
Incentive Award Earned1
|---------------------- |  | -------------------------------------------- |  | -------------- |  | --------------------------------------------
|125% or more of target |  | 200%                                         |  | 95% of target  |  | 90%                                         
|120% of target         |  | 180%                                         |  | 90% of target  |  | 80%                                         
|115% of target         |  | 160%                                         |  | 85% of target  |  | 70%                                         
|110% of target         |  | 140%                                         |  | 80% of target  |  | 60%                                         
|105% of target         |  | 120%                                         |  | 75% of target  |  | 50%                                         
|Target (100% of AOP)   |  | 100%                                         |  | <75% of target |  | None                                        

Article 3. Termination Provisions

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Article 4. Interest

The Participant shall have no right to any interest with respect to the unpaid portion of the Earned Target Incentive Award until ninety (90) calendar days
after the date such unpaid portion becomes vested in accordance with this Agreement.

Article 5. Form and Timing of Payment of the Earned Target Incentive Award

Date

Percentage of Earned Target Incentive Award VestedJanuary 1, 2002

25%January 1, 2003

25%January 1, 2004

50%




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Article 6. Nontransferability

Neither the Target Incentive Award or the Earned Target Incentive Award may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant's Award Agreement, a Participant's rights under the Plan shall be exercisable
during the Participant's lifetime only by the Participant or the Participant's legal representative.

Article 7. Administration

This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to
time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make
all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding and conclusive with respect to the Participant. Any inconsistency
between the Agreement and the Plan shall be resolved in favor of the Plan.

Article 8. Miscellaneous

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IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of             , 2001.

| |                                                                                  |  | 
| | -------------------------------------------------------------------------------- |  | 
| | United Wisconsin Services, Inc. and
Blue Cross & Blue Shield United of Wisconsin
| | By:                                                                              |  | 

Please
acknowledge your agreement to participate in the Plan and this Agreement, and to abide by all of the governing terms and provisions, by signing the following representation:

Agreement to Participate

By signing a copy of this Agreement and returning it to the Director of Human Resources of United Wisconsin Services, Inc. and Blue Cross & Blue Shield United
of Wisconsin, I acknowledge that I have read the Plan, and that I fully understand all of my rights under the Plan, as well as all of the terms and conditions which may limit my eligibility to receive
payment(s) of the Target Incentive Award or the Earned Target Incentive Award. Without limiting the generality of the preceding sentence, I understand that my right to receive payment(s) of the Target
Incentive Award or the Earned Target Incentive Award is conditioned upon my continued employment with the Company.

ATTEST:

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Participant

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