<PAGE>

                         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                                           2

Article 4. Interest                                                         2

Article 5. Form and Timing of Payment of Earned Target Incentive Award      2

Article 6. Nontransferability                                               3

Article 7. Administration                                                   4

Article 8. Miscellaneous                                                    4





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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: $ ---------------------

     PERFORMANCE PERIOD: January 1, 2001 to December 31, 2001

     PERFORMANCE MEASURE:  The preestablished goals related to UWSI and BCBSUW
      (herein referred to as "the Company") Annual Operating Plan ("AOP")

     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:

<TABLE>
<CAPTION>

---------------------------- ------------------------------ ------------------------- -----------------------------
                                 PERCENTAGE OF TARGET                                     PERCENTAGE OF TARGET
      AOP ATTAINMENT            INCENTIVE AWARD EARNED(1)          AOP ATTAINMENT         INCENTIVE AWARD EARNED(1)
---------------------------- ------------------------------ ------------------------- -----------------------------
<S>                                         <C>                  <C>                                  <C>
  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

(1) Awards for points in between the levels shown will be based on interpolation.
</TABLE>

                                       1

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ARTICLE 3. TERMINATION PROVISIONS

              (a)    Except as provided below, a Participant shall be eligible
                     for each of the payments of his/her Earned Target Incentive
                     Award, as determined in Article 2 and as set out in Article
                     5, only if the Participant's employment with the Company
                     continues through the end of the Performance Period and the
                     date each payment is paid, as called for by Article 5.

              (b)    If a participant terminates his or her employment during
                     the Performance Period because of death or Disability,
                     Earned Target Incentive Award amounts will vest upon
                     termination and will be paid out as soon as practical
                     following the close of the period. The Committee will
                     determine, in its sole discretion, the appropriate award
                     proportion of the full Earned Target Incentive Award amount
                     to be paid.

              (c)    If a Participant terminates his or her employment during
                     the Performance Period because of Retirement, Earned Target
                     Incentive Award amounts will vest upon Retirement and will
                     be paid out as soon as practical following the close of the
                     period. The Committee will determine, in its sole
                     discretion, the appropriate award proportion of the full
                     Earned Target Incentive Award amount to be paid.

              (d)    Termination of employment for any reason other than
                     Retirement, Disability, or death or following a Change in
                     Control during the Performance Period shall require
                     forfeiture of this entire award, with no payment to the
                     Participant.

              (e)    Termination of employment for any reason other than
                     Retirement, Disability, or death or following a Change in
                     Control after the Performance Period, but prior to any
                     payment date of the Earned Target Incentive Award shall
                     require forfeiture of the unpaid balance of the Earned
                     Target Incentive Award, with no payment to the Participant,
                     it being understood that the Participant's continued
                     employment on the payment dates of the Earned Target
                     Incentive Award is an integral part of this Agreement upon
                     which Company relied in entering into this Agreement.

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

              (a)    Payment of the Earned Target Incentive Award shall be made
                     in three (3) installments, each to be paid within ninety
                     (90) calendar days following the dates specified in the
                     chart below, subject to the following:

                       (i)    The Participant shall have no right with respect
                              to any portion of the Earned Target Incentive
                              Award until such amount becomes vested as of the
                              payment date following the dates identified in the
                              following schedule:

                                       2
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<TABLE>
<CAPTION>

                              ---------------------- --------------------------
                                                     PERCENTAGE OF EARNED TARGET
                              DATE                      INCENTIVE AWARD VESTED
                              ---------------------- --------------------------

                              <S>                     <C>
                              January 1, 2002                    25%
                              January 1, 2003                    25%
                              January 1, 2004                    50%

                              ---------------------- --------------------------
</TABLE>
                       (ii)   If the Committee determines, in its sole
                              discretion, that a Participant at any time has
                              willfully engaged in any activity that the
                              Committee determines was or is harmful to the
                              Company, any unpaid portion of the Earned Target
                              Incentive Award (whether or not vested) will be
                              forfeited by such Participant.


              (b)    Upon a Change in Control, as defined in the Plan, prior to
                     the expiration of the Performance Period, the Participant
                     shall become fully vested in the Target Incentive Award
                     with the Earned Target Incentive Award to be calculated as
                     if 100% of the AOP Goal had been achieved. The Earned
                     Target Incentive Award so determined shall be paid to the
                     Participant within ninety (90) days of the Change in
                     Control.

              (c)    Upon a Change in Control, as defined in the Plan, after the
                     expiration of the Performance Period, but prior to full
                     payment of the Earned Target Incentive Award, the
                     Participant shall become fully vested in the unpaid portion
                     of the Earned Target Incentive Award with such amount being
                     paid to the Participant within ninety (90) days of the
                     Change in Control.

              (d)    For purposes of this Agreement, "Change in Control" shall
                     have the same meaning as the term has in the United
                     Wisconsin Services, Inc. Equity Incentive Plan, except that
                     such term shall apply to both UWSI and BCBSUW and shall not
                     include any merger, consolidation, reorganization, or other
                     similar transaction between the Company, or its parent or
                     subsidiaries and Blue Cross & Blue Shield United of
                     Wisconsin, or its parent or subsidiaries ("BCBSUW"), or the
                     conversion of BCBSUW into a Stock Corporation.

              (e)    Notwithstanding anything else herein to the contrary, to
                     the extent any payment would be made to the Participant
                     while the Participant is the chief executive officer or any
                     other "covered employee" and such payment would be
                     nondeductible under Section 162(m) of the Internal Revenue
                     Code of 1986, as amended (the "Code"), then such payment
                     shall be deferred until such time that the Participant
                     ceases to be a "covered employee" under Section 162(m) of
                     the Code.

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.


                                       3
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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

              (a)    The selection of any employee for participation in the Plan
                     shall not give such Participant any right to be retained in
                     the employ of the Company. The right and power of the
                     Company to dismiss or discharge any Participant is
                     specifically reserved. Such Participant or any person
                     claiming under or through the Participant shall not have
                     any right or interest in the Plan or any Award thereunder,
                     unless and until all terms, conditions, and provisions of
                     the Plan that affect such Participant have been complied
                     with as specified herein.

              (b)    The Committee may, in its sole discretion, modify, amend,
                     or terminate in whole or in part, any or all provisions of
                     the Plan, provided that no such modification, amendment, or
                     termination shall reduce or impair the value of any awards
                     after such awards are vested.

              (c)    This Agreement shall be subject to all applicable laws,
                     rules, and regulations, and to such approvals by any
                     governmental agencies or national securities exchanges as
                     may be required.

              (d)    To the extent not preempted by federal law, this Agreement
                     shall be governed by, and construed in accordance with, the
                     laws of the State of Wisconsin.

     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: _______________________


                                       4
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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:


--------------------------
                                                    ---------------------------
                                                                    Participant



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