EXHIBIT 4



                                   $70,000,000

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                      AMONG

                      AMERICAN MEDICAL SECURITY GROUP, INC.

                                       and

                    UNITED WISCONSIN LIFE INSURANCE COMPANY,

                                  as Borrowers,

                            THE LENDERS NAMED HEREIN

                                       and

                       THE FIRST NATIONAL BANK OF CHICAGO,

                         as Agent and Swing Line Lender



                                   DATED AS OF

                                October 15, 1998




<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I                   

DEFINITIONS  ..................................................................1

                                   ARTICLE II

THE CREDITS.................................................................. 17
         2.1.     Commitment................................................. 17
         2.2.     Required Payments; Termination............................. 17
         2.3.     Ratable Loans.............................................. 17
         2.4.     Types of Advances.......................................... 17
         2.5.     Facility Fee; Reductions in Aggregate Commitment........... 17
         2.6.     Minimum Amount of Each Advance............................. 18
         2.7.     Optional Principal Payments................................ 18
         2.8.     Mandatory Commitment Reductions............................ 18
         2.9.     Method of Selecting Types and Interest Periods for New 
                  Advances................................................... 19
         2.10.    Conversion and Continuation of Outstanding Advances........ 19
         2.11.    The Swing Line Loans....................................... 20
         2.12.    Procedure for Swing Line Loans............................. 20
         2.13.    Changes in Interest Rate, etc.............................. 22
         2.14.    Rates Applicable After Default............................. 22
         2.15.    Method of Payment.......................................... 23
         2.16.    Noteless Agreement; Evidence of Indebtedness............... 23
         2.17.    Telephonic Notices......................................... 24
         2.18.    Interest Payment Dates; Interest and Fee Basis............. 24
         2.19.    Notification of Advances, Interest Rates, Prepayments and 
                  Commitment Reductions...................................... 24
         2.20.    Lending Installations...................................... 24
         2.21.    Non-Receipt of Funds by the Agent.......................... 25

                                   ARTICLE III

YIELD PROTECTION; TAXES...................................................... 25
         3.1.     Yield Protection........................................... 25
         3.2.     Changes in Capital Adequacy Regulations.................... 26
         3.3.     Availability of Types of Advances.......................... 26
         3.4.     Funding Indemnification.................................... 27
         3.5.     Taxes...................................................... 27
         3.6.     Lender Statements; Survival of Indemnity................... 28
         3.7.     Substitution of Lender..................................... 29

                                   ARTICLE IV

CONDITIONS PRECEDENT......................................................... 29
         4.1.     Initial Advance............................................ 29
         4.2.     Each Advance and Swing Line Loan........................... 31

                                    ARTICLE V

REPRESENTATIONS AND WARRANTIES............................................... 32
         5.1.     Existence and Standing..................................... 32
         5.2.     Authorization and Validity................................. 32
         5.3.     No Conflict; Government Consent............................ 32
         5.4.     Financial Statements....................................... 33
         5.5.     Material Adverse Change.................................... 33
         5.6.     Taxes...................................................... 33
         5.7.     Litigation and Contingent Obligations...................... 34
         5.8.     Subsidiaries............................................... 34
         5.9.     ERISA...................................................... 34
         5.10.    Accuracy of Information.................................... 34
         5.11.    Federal Reserve Regulations................................ 34
         5.12.    Material Agreements........................................ 35
         5.13.    Compliance With Laws....................................... 35
         5.14.    Ownership of Properties.................................... 35
         5.15.    Plan Assets; Prohibited Transactions....................... 35
         5.16.    Environmental Matters...................................... 35
         5.17.    Investment Company Act..................................... 36
         5.18.    Public Utility Holding Company Act......................... 36
         5.19.    Insurance.................................................. 36
         5.20.    Solvency................................................... 36
         5.21.    Year 2000.................................................. 36
         5.22.    Insurance Licenses......................................... 36
         5.23.    Reinsurance................................................ 37
         5.24.    Reserves................................................... 37
         5.25.    UWLIC Capital and Surplus.................................. 37
         5.26.    Defaults................................................... 37
         5.27.    Certain Fees............................................... 37
         5.28.    Indebtedness............................................... 38
         5.29.    Employee Controversies..................................... 38
         5.30.    Dividends.................................................. 38

                                   ARTICLE VI

COVENANTS.................................................................... 38
         6.1.     Financial Reporting........................................ 38
         6.2.     Use of Proceeds............................................ 41
         6.3.     Notice of Default.......................................... 41
         6.4.     Conduct of Business........................................ 42
         6.5.     Taxes...................................................... 42
         6.6.     Insurance.................................................. 42
         6.7.     Compliance with Laws....................................... 42
         6.8.     Maintenance of Properties.................................. 43
         6.9.     Inspection................................................. 43
         6.10.    Dividends.................................................. 43
         6.11.    Indebtedness............................................... 43
         6.12.    Merger..................................................... 44
         6.13.    Sale of Assets............................................. 45
         6.14.    Investments and Acquisitions............................... 45
         6.15.    Liens...................................................... 47
         6.16.    Affiliates................................................. 48
         6.17.    Other Indebtedness......................................... 48
         6.18.    Contingent Obligations..................................... 49
         6.19.    Financial Covenants........................................ 49
                  6.19.1.  Interest Coverage Ratio............................49
                  6.19.2.  Leverage Ratio.....................................49
                  6.19.3.  Tangible Net Worth................................ 49
                  6.19.4.  Risk-Based Capital................................ 49
         6.20.    Year 2000.................................................. 50
         6.21.    Reinsurance................................................ 50
         6.22.    Tax Consolidation.......................................... 50
         6.23.    ERISA Compliance........................................... 50
         6.24.    Environmental Matters...................................... 51
         6.25.    Change in Corporate Structure; Fiscal Year................. 51
         6.26.    Inconsistent Agreements.................................... 51
         6.27.    Capital Expenditures....................................... 52

                                   ARTICLE VII

DEFAULTS..................................................................... 52

                                  ARTICLE VIII

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES............................... 55
         8.1.     Acceleration............................................... 55
         8.2.     Amendments................................................. 55
         8.3.     Preservation of Rights..................................... 56

                                   ARTICLE IX

GENERAL PROVISIONS........................................................... 56
         9.1.     Survival of Representations................................ 56
         9.2.     Governmental Regulation.................................... 56
         9.3.     Headings................................................... 56
         9.4.     Entire Agreement........................................... 57
         9.5.     Several Obligations; Benefits of this Agreement............ 57
         9.6.     Expenses; Indemnification.................................. 57
         9.7.     Numbers of Documents....................................... 58
         9.8.     Accounting................................................. 58
         9.9.     Severability of Provisions................................. 58
         9.10.    Nonliability of Lenders.................................... 58
         9.11.    Confidentiality............................................ 58
         9.12.    Nonreliance................................................ 59
         9.13.    Disclosure................................................. 59

                                    ARTICLE X

THE AGENT.................................................................... 59
         10.1.    Appointment; Nature of Relationship........................ 59
         10.2.    Powers..................................................... 60
         10.3.    General Immunity........................................... 60
         10.4.    No Responsibility for Loans, Recitals, etc................. 60
         10.5.    Action on Instructions of Lenders.......................... 60
         10.6.    Employment of Agents and Counsel........................... 60
         10.7.    Reliance on Documents; Counsel............................. 61
         10.8.    Agent's Reimbursement and Indemnification.................. 61
         10.9.    Notice of Default.......................................... 61
         10.10.   Rights as a Lender......................................... 61
         10.11.   Lender Credit Decision..................................... 62
         10.12.   Successor Agent............................................ 62
         10.13.   Agent's Fee................................................ 63
         10.14.   Delegation to Affiliates................................... 63

                                   ARTICLE XI

SETOFF; RATABLE PAYMENTS......................................................63
         11.1.    Setoff..................................................... 63
         11.2.    Ratable Payments........................................... 63

                                   ARTICLE XII

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS............................ 64
         12.1.    Successors and Assigns..................................... 64
         12.2.    Participations............................................. 64
                  12.2.1.  Permitted Participants; Effect.................... 64
                  12.2.2.  Voting Rights..................................... 65
                  12.2.3.  Benefit of Setoff................................. 65
         12.3.    Assignments................................................ 65
                  12.3.1.  Permitted Assignments............................. 65
                  12.3.2.  Effect; Effective Date............................ 65
         12.4.    Dissemination of Information............................... 66
         12.5.    Tax Treatment.............................................. 66

                                  ARTICLE XIII

NOTICES...................................................................... 67
         13.1.    Notices.................................................... 67
         13.2.    Change of Address.......................................... 67

                                   ARTICLE XIV

COUNTERPARTS................................................................. 67

                                   ARTICLE XV

CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL................. 68
         15.1.    CHOICE OF LAW.............................................. 68
         15.2.    CONSENT TO JURISDICTION.................................... 68
         15.3.    WAIVER OF JURY TRIAL....................................... 68

                                   ARTICLE XVI

GUARANTY OF GROUP............................................................ 69


<PAGE>


EXHIBITS

Exhibit A         .........-........Compliance Certificate
Exhibit B         .........-........Assignment Agreement
Exhibit C         .........-........Revolving Note
Exhibit D         .........-........Swing Line Note

SCHEDULES

Schedule 5.3      .........-........Consents
Schedule 5.8      .........-........Subsidiaries
Schedule 5.22     .........-........Insurance Licenses
Schedule 5.23     .........-........Reinsurance
Schedule 5.24     .........-........Reserves
Schedule 5.28     .........-........Indebtedness
Schedule 6.15     .........-........Liens
Schedule 6.18     .........-........Contingent Obligations



<PAGE>


                      AMENDED AND RESTATED CREDIT AGREEMENT

     This Amended and Restated Credit  Agreement,  dated as of October 15, 1998,
is among American Medical Security Group, Inc., a Wisconsin corporation,  United
Wisconsin Life Insurance Company, a Wisconsin insurance company, the Lenders and
The First National Bank of Chicago, as Agent and as Swing Line Lender.

                                R E C I T A L S:

     A. On July 31,  1998,  Holdings and UWLIC  entered into a Credit  Agreement
with the Agent and the lenders (as amended  through the date hereof,  the "Prior
Credit Agreement"), pursuant to which the Lenders agreed to make revolving loans
to Holdings  and the Swing Line Lender  agreed to make Swing Line Loans to UWLIC
and Holdings.

     B. At Holdings'  request,  Holdings' rights and obligations under the Prior
Credit  Agreement were assigned to and assumed by Group pursuant to that certain
Assignment and Assumption and Amendment Agreement dated as of September 24, 1998
among Holdings, Group, UWLIC, the Agent and the Lenders.

     C. Group,  UWLIC,  the Agent and the Lenders  wish to amend and restate the
Prior Credit Agreement in its entirety as set forth below.


                                   ARTICLE I
                                  DEFINITIONS

     As used in this Agreement:

     "Acquisition" means any transaction, or any series of related transactions,
consummated on or after the date of this Agreement, by which Group or any of its
Subsidiaries (a) acquires any going business or all or substantially  all of the
assets of any firm,  corporation  or  limited  liability  company,  or  division
thereof, whether through purchase of assets, merger or otherwise or (b) directly
or indirectly  acquires (in one transaction or as the most recent transaction in
a series  of  transactions)  at least a  majority  (in  number  of votes) of the
securities of a corporation which have ordinary voting power for the election of
directors  (other  than  securities  having  such  power  only by  reason of the
happening of a contingency) or a majority (by percentage or voting power) of the
outstanding ownership interests of a partnership or limited liability company.

     "Advance"  means a  borrowing  hereunder  (or  conversion  or  continuation
thereof)  consisting of the aggregate amount of the several Revolving Loans made
on the same  Borrowing  Date  (or date of  conversion  or  continuation)  by the
Lenders to Group of the same Type and, in the case of Eurodollar  Advances,  for
the same Interest  Period.  The making of a Swing Line Loan shall not constitute
an Advance.

     "Affiliate"  of any Person  means any other Person  directly or  indirectly
controlling,  controlled by or under common  control with such Person.  A Person
shall be deemed to control another Person if the controlling  Person owns 10% or
more of any class of voting  securities  (or other  ownership  interests) of the
controlled Person or possesses,  directly or indirectly,  the power to direct or
cause the  direction of the  management  or policies of the  controlled  Person,
whether through ownership of stock, by contract or otherwise.

     "Affected Lender" is defined in SECTION 3.7.

     "Agent"  means  The First  National  Bank of  Chicago  in its  capacity  as
contractual  representative of the Lenders pursuant to ARTICLE X, and not in its
individual  capacity as a Lender,  and any successor Agent appointed pursuant to
ARTICLE X.

     "Aggregate  Commitment"  means the aggregate of the  Commitments of all the
Lenders, as reduced from time to time pursuant to the terms hereof.

     "Agreement" means this credit  agreement,  as it may be amended or modified
and in effect from time to time.

     "Agreement  Accounting  Principles"  means  generally  accepted  accounting
principles as in effect from time to time,  applied in a manner  consistent with
those used in preparing the financial  statements  referred to in SECTION 5.4(A)
and (B).

     "Annual  Statement" means the annual statutory  financial  statement of any
Insurance  Subsidiary  required to be filed with the insurance  commissioner (or
similar  authority) of its jurisdiction of incorporation,  which statement shall
be  in  the  form  required  by  such  Insurance  Subsidiary's  jurisdiction  of
incorporation  or, if no specific form is so required,  in the form of financial
statements permitted by such insurance  commissioner (or such similar authority)
to be used for filing annual  statutory  financial  statements and shall contain
the  type of  information  permitted  by such  insurance  commissioner  (or such
similar  authority)  to be  disclosed  therein,  together  with all  exhibits or
schedules filed therewith

     "Applicable  Fee Rate" means, at any time, the percentage rate per annum at
which facility fees are accruing on the Aggregate  Commitment (without regard to
usage) at such time as set forth in the Pricing Schedule.

     "Applicable Margin" means, with respect to Eurodollar Advances at any time,
the  percentage  rate per annum which is applicable at such time with respect to
Eurodollar Advances as set forth in the Pricing Schedule.

     "Arranger"   means  First  Chicago  Capital   Markets,   Inc.,  a  Delaware
corporation, and its successors.

     "Article"  means an article of this Agreement  unless  another  document is
specifically referenced.

     "Authorized  Officer"  means  any  of the  President,  any  Executive  Vice
President or the chief  financial  officer of the  applicable  Borrower,  acting
singly.

     "Borrowers" means, collectively,  Group and UWLIC, and their successors and
assigns and "Borrower" means either Group or UWLIC.

     "Borrowing  Date"  means a date on which an Advance or a Swing Line Loan is
made hereunder.

     "Borrowing Notice" is defined in SECTION 2.9.

     "Business  Day" means (a) with  respect to any  borrowing,  payment or rate
selection  of  Eurodollar  Advances,  a day (other than a Saturday or Sunday) on
which  banks  generally  are open in  Chicago  and New York for the  conduct  of
substantially all of their commercial  lending  activities and on which dealings
in United States dollars are carried on in the London  interbank  market and (b)
for all other  purposes,  a day (other than a Saturday or Sunday) on which banks
generally  are open in Chicago  for the  conduct of  substantially  all of their
commercial lending activities.

     "Capital Expenditures" means, without duplication, any expenditures for any
purchase or other  acquisition  for value of any asset that is  classified  on a
consolidated  balance  sheet  of  Holdings  and  its  Subsidiaries  prepared  in
accordance  with  Agreement  Accounting  Principles  as a fixed or capital asset
excluding (a) the cost of assets acquired under Capitalized  Lease  Obligations,
(b)  expenditures of insurance  proceeds to rebuild or replace any asset after a
casualty loss, and (c) leasehold  improvement  expenditures for which Group or a
Subsidiary is reimbursed promptly by the lessor.

     "Capitalized  Lease" of a Person means any lease of Property by such Person
as lessee which would be capitalized on a balance sheet of such Person  prepared
in accordance with Agreement Accounting Principles.

     "Capitalized  Lease  Obligations"  of a  Person  means  the  amount  of the
obligations  of such Person under  Capitalized  Leases which would be shown as a
liability  on a  balance  sheet  of such  Person  prepared  in  accordance  with
Agreement Accounting Principles.

     "Cash Equivalent Investments" means (a) short-term obligations of, or fully
guaranteed by, the United States of America,  (b) commercial  paper rated A-1 or
better  by  S&P or P-1  or  better  by  Moody's,  (c)  demand  deposit  accounts
maintained in the ordinary course of business,  and (d)  certificates of deposit
issued by and time deposits with commercial banks (whether  domestic or foreign)
having  capital and surplus in excess of  $100,000,000;  PROVIDED,  in each case
that the same  provides  for payment of both  principal  and  interest  (and not
principal  alone  or  interest  alone)  and is not  subject  to any  contingency
regarding the payment of principal or interest.

     "Change  in  Control"  means  (a) Blue  Cross  and Blue  Shield  United  of
Wisconsin shall cease to own beneficially  and of record shares  representing at
least 10% of the voting  power of the issued and  outstanding  shares of capital
stock of Group,  free and clear of all  Liens  and other  encumbrances,  (b) the
acquisition  by any  Person,  or two or  more  Persons  acting  in  concert,  of
beneficial  ownership  (within the meaning of Rule 13d-3 of the  Securities  and
Exchange  Commission  under  the  Securities  Exchange  Act of 1934)  or  voting
control,  directly or indirectly,  of 25% or more of the  outstanding  shares of
voting stock of Group; (c) Group shall cease to own, free and clear of all Liens
or  other  encumbrances,  100% of the  outstanding  shares  of  voting  stock of
Holdings on a fully  diluted  basis (other than pursuant to a merger of Holdings
with and into Group in accordance with SECTION 6.12; (d) Holdings shall cease to
own, free and clear of all Liens or other encumbrances,  100% of the outstanding
shares of voting  stock of UWLIC on a fully  diluted  basis;  or (e)  during any
period  of 25  consecutive  calendar  months,  commencing  on the  date  of this
Agreement, the ceasing of those individuals (the "Continuing Directors") who (i)
were  directors  of  Group  on the  first  day  of  each  such  period  or  (ii)
subsequently  became  directors of Group and whose  initial  election or initial
nomination  for election  subsequent  to that date was approved by a majority of
the Continuing Directors then on the board of directors of Group to constitute a
majority of the board of directors of Group.

     "Code" means the Internal  Revenue  Code of 1986,  as amended,  reformed or
otherwise modified from time to time.

     "Commitment"  means, for each Lender, the obligation of such Lender to make
Loans not exceeding the amount set forth opposite its signature  below or as set
forth in any Notice of  Assignment  relating to any  assignment  that has become
effective  pursuant to SECTION 12.3.2,  as such amount may be modified from time
to time pursuant to the terms hereof.

     "Consolidated Indebtedness" means at any time the Indebtedness of Group and
its Subsidiaries calculated on a consolidated basis as of such time.

     "Consolidated  Interest Expense" means,  with reference to any period,  the
interest  expense of Group and its  Subsidiaries  calculated  on a  consolidated
basis for such period.

     "Consolidated  Net Income"  means,  with  reference to any period,  the net
income  (or loss) of Group and its  Subsidiaries  calculated  on a  consolidated
basis for such period.

     "Consolidated  Net Worth" means at any time the consolidated  stockholders'
equity of Group and its  Subsidiaries  calculated on a consolidated  basis as of
such time, determined without giving effect to Statement of Financial Accounting
Standards No. 115.

     "Consolidated Person" means, for the taxable year of reference, each Person
which is a member of the affiliated  group of Group if consolidated  returns are
or shall be filed for such  affiliated  group for federal income tax purposes or
any combined or unitary group of which Group,  Holdings or UWLIC is a member for
state income tax purposes.

     "Consolidated  Tangible Net Worth" means at any time (a)  Consolidated  Net
Worth, less (b) the amount (to the extent reflected in determining  Consolidated
Net Worth) of all write ups, unamortized debt discount and expense,  unamortized
deferred charges,  goodwill,  patents,  trademarks,  service marks, trade names,
copyrights, organization or developmental expenses and other intangible items.

     "Consolidated  Total   Capitalization"   means  at  any  time  the  sum  of
Consolidated  Indebtedness and  Consolidated Net Worth,  each calculated at such
time.

     "Contingent  Obligation"  of a Person means any  agreement,  undertaking or
arrangement by which such Person  assumes,  guarantees,  endorses,  contingently
agrees to purchase or provide funds for the payment of, or otherwise  becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other  Person,  or  otherwise  assures any  creditor of such other Person
against  loss,  but  excluding  Contingent  Obligations  in respect of insurance
policies issued in the ordinary course of business.

     "Conversion/Continuation Notice" is defined in SECTION 2.10.

     "Controlled  Group" means all members of a controlled group of corporations
or  other  business  entities  and all  trades  or  businesses  (whether  or not
incorporated)  under common  control  which,  together  with Group or any of its
Subsidiaries, are treated as a single employer under Section 414 of the Code.

     "Corporate  Base Rate" means a rate per annum equal to the  corporate  base
rate of interest announced by First Chicago from time to time, changing when and
as said corporate base rate changes.

     "Default" means an event described in ARTICLE VII.

     "Distribution" means the consummation of the transactions  described in the
section of the Information Statement entitled "The Distribution",  substantially
in the form included in the Form 10  Registration  Statement filed by Newco/UWS,
Inc. with the Securities and Exchange  Commission on May 29, 1998, as amended on
August 13, 1998 and September 9, 1998.

     "Environmental  Laws" means any and all federal,  state,  local and foreign
statutes, laws, judicial decisions,  regulations,  ordinances, rules, judgments,
orders, decrees, plans, injunctions,  permits, concessions,  grants, franchises,
licenses,  agreements and other  governmental  restrictions  relating to (a) the
protection  of the  environment,  (b) the  effect  of the  environment  on human
health,  (c)  emissions,  discharges  or releases of  pollutants,  contaminants,
hazardous  substances or wastes into surface water, ground water or land, or (d)
the manufacture,  processing,  distribution,  use, treatment, storage, disposal,
transport  or handling of  pollutants,  contaminants,  hazardous  substances  or
wastes or the clean-up or other remediation thereof.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended from time to time, and any rule or regulation issued thereunder.

     "Eurodollar   Advance"  means  an  Advance  which  bears  interest  at  the
applicable Eurodollar Rate.

     "Eurodollar Base Rate" means, with respect to a Eurodollar  Advance for the
relevant  Interest  Period,  the rate  determined by the Agent to be the rate at
which First Chicago  offers to place deposits in U.S.  dollars with  first-class
banks in the London interbank  market at approximately  11:00 a.m. (London time)
two  Business  Days  prior to the  first  day of such  Interest  Period,  in the
approximate  amount of First  Chicago's  relevant  Eurodollar  Loan and having a
maturity approximately equal to such Interest Period.

     "Eurodollar  Loan"  means a Loan which  bears  interest  at the  applicable
Eurodollar Rate.

     "Eurodollar  Rate"  means,  with  respect to a  Eurodollar  Advance for the
relevant Interest Period, the sum of (a) the quotient of (i) the Eurodollar Base
Rate applicable to such Interest  Period,  divided by (ii) one minus the Reserve
Requirement  (expressed as a decimal)  applicable to such Interest Period,  plus
(b) the  Applicable  Margin.  The  Eurodollar  Rate shall be rounded to the next
higher multiple of 1/16 of 1% if the rate is not such a multiple.

     "Excluded  Taxes" means,  in the case of each Lender or applicable  Lending
Installation  and the  Agent,  taxes  imposed on its  overall  net  income,  and
franchise taxes imposed on it, by (a) the  jurisdiction  under the laws of which
such Lender or the Agent is incorporated or organized or (b) the jurisdiction in
which the Agent's or such Lender's  principal  executive office or such Lender's
applicable Lending Installation is located.

     "Exhibit"  refers to an exhibit to this Agreement,  unless another document
is specifically referenced.

     "Existing Reinsurance Agreements" is defined in SECTION 5.23.

     "Facility Termination Date" means July 31, 2003.

     "Federal  Funds  Effective  Rate" means,  for any day, an interest rate per
annum equal to the  weighted  average of the rates on  overnight  Federal  funds
transactions  with  members of the Federal  Reserve  System  arranged by Federal
funds  brokers on such day, as published  for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York,  or, if such rate is not so  published  for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions  received by the Agent from three Federal
funds  brokers  of  recognized  standing  selected  by the  Agent  in  its  sole
discretion.

     "Financial   Contract"  of  a  Person  means  (a)  any  exchange-traded  or
over-the-counter  futures,  forward,  swap or option contract or other financial
instrument  with  similar  characteristics,  or (b) any  agreements,  devices or
arrangements  providing for payments  related to fluctuations of interest rates,
exchange rates or forward rates,  including,  but not limited to,  interest rate
exchange agreements, forward currency exchange agreements,  interest rate cap or
collar protection agreements, forward rate currency or interest rate options.

     "First  Chicago" means The First National Bank of Chicago in its individual
capacity, and its successors.

     "Fiscal  Quarter"  means  one of the four  three-month  accounting  periods
comprising a Fiscal Year.

     "Fiscal Year" means the twelve-month  accounting  period ending December 31
of each year.

     "Floating  Rate" means,  for any day, a rate of interest per annum equal to
the  higher of (a) the  Corporate  Base Rate for such day and (b) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.

     "Floating  Rate  Advance"  means an Advance  which  bears  interest  at the
Floating Rate.

     "Floating  Rate Loan"  means a Loan which bears  interest  at the  Floating
Rate, including without limitation each Swing Line Loan.

     "Governmental  Authority" means any government (foreign or domestic) or any
state or other political  subdivision  thereof or any governmental body, agency,
authority,  department or commission  (including without limitation any board of
insurance, insurance department or insurance commission and any taxing authority
or political  subdivision) or any  instrumentality or officer thereof (including
without  limitation any court or tribunal)  exercising  executive,  legislative,
judicial,  regulatory or administrative functions of or pertaining to government
and any corporation, partnership or other entity directly or indirectly owned or
controlled by or subject to the control of any of the foregoing.

     "Group"  means  American   Medical   Security  Group,   Inc.,  a  Wisconsin
corporation (formerly known as United Wisconsin Services, Inc.)

     "Guaranteed Obligations" is defined in SECTION 16.1.

     "Guaranty"  means  that  certain  Guaranty  dated as of the date  hereof by
Holdings  in favor of the Agent and the  Lenders,  as amended,  supplemented  or
modified from time to time.

     "Holdings"  means American  Medical  Security  Holdings,  Inc., a Wisconsin
corporation.

     "Indebtedness" of a Person means such Person's (a) obligations for borrowed
money, (b) obligations  representing the deferred  purchase price of Property or
services  (other than accounts  payable  arising in the ordinary  course of such
Person's  business  payable on terms customary in the trade),  (c)  obligations,
whether  or not  assumed,  secured by Liens or payable  out of the  proceeds  or
production from Property now or hereafter owned or acquired by such Person,  (d)
obligations which are evidenced by notes, acceptances, or other instruments, (e)
obligations of such Person to purchase  securities or other property arising out
of or in  connection  with  the  sale  of  the  same  or  substantially  similar
securities  or property,  (f)  Capitalized  Lease  Obligations,  (g)  Contingent
Obligations,  (h) obligations for which such Person is obligated  pursuant to or
in  respect  of a Letter of  Credit,  (i)  Off-Balance  Sheet  Liabilities,  (j)
obligations  for which such person is  obligated  pursuant to or in respect of a
Sale and Leaseback Transaction,  (k) Net Mark-to-Market Exposure of Rate Hedging
Agreements and other Financial Contracts, and (l) other obligations for borrowed
money or other  financial  accommodations  which,  in accordance  with Agreement
Accounting  Principles or SAP, as  applicable,  would be shown as a liability on
the consolidated balance sheet of such Person.

     "Information   Statement"   means  that   certain   Information   Statement
distributed to the shareholders of Group in connection with the Distribution.

     "Initial Closing Date" means July 31, 1998.

     "Insurance  Subsidiary"  means  any  Subsidiary  which  is  engaged  in the
insurance business.

     "Interest Coverage Ratio" means, as of any date of determination, the ratio
of (a) the  lesser of (i) 10% of UWLIC's  Statutory  Surplus as of such date and
(ii)  UWLIC's  aggregate  Statutory  Net Income  for the  period of four  Fiscal
Quarters ending on such date,  without regard to realized  capital gains in such
period  (determined on a pre-tax basis) and determined  without double counting,
to (b)  Consolidated  Interest  Expense for the period of four  Fiscal  Quarters
ending on such date;  PROVIDED,  that for  determinations  made through June 30,
1999, the amount  determined  pursuant to clause (b) above shall be equal to the
Consolidated  Interest  Expense for the period  beginning  on August 1, 1998 and
ending on the date of  determination,  divided  by the  number of months in such
period and multiplied by 12.

     "Interest Period" means, with respect to a Eurodollar  Advance, a period of
one,  two,  three or six months  commencing  on a Business Day selected by Group
pursuant to this  Agreement.  Such  Interest  Period  shall end on the day which
corresponds  numerically to such date one, two, three or six months  thereafter;
PROVIDED,  that if there is no such numerically  corresponding day in such next,
second,  third or sixth succeeding  month, such Interest Period shall end on the
last  Business  Day of such  next,  second,  third  or sixth  succeeding  month;
PROVIDED,  further,  that during the period  specified in the proviso in SECTION
2.9,  each  Interest  Period  shall be limited to a period of seven days.  If an
Interest  Period would  otherwise end on a day which is not a Business Day, such
Interest Period shall end on the next succeeding Business Day; PROVIDED, that if
said next succeeding  Business Day falls in a new calendar month,  such Interest
Period shall end on the immediately preceding Business Day.

     "Investment"  of  a  Person  means  (a)  any  loan,   advance  (other  than
commission,  travel and similar  advances to officers and employees  made in the
ordinary  course  of  business),   extension  of  credit  (other  than  accounts
receivable  arising in the ordinary course of business on terms customary in the
trade) or contribution of capital by such Person; (b) any stocks,  bonds, mutual
funds,  partnership  interests,  notes,  debentures or other securities owned by
such Person;  (c) any deposit accounts and certificates of deposit owned by such
Person; and (d) any structured notes, derivative financial instruments and other
similar instruments or contracts owned by such Person.

     "Lenders" means the lending  institutions  listed on the signature pages of
this Agreement (including the Swing Line Lender) and their respective successors
and assigns.

     "Lending  Installation"  means,  with respect to a Lender or the Agent, the
office,  branch,  subsidiary  or affiliate of such Lender or the Agent listed on
the signature pages hereof or on a Schedule or otherwise selected by such Lender
or the Agent pursuant to SECTION 2.20.

     "Letter  of  Credit"  of a  Person  means a letter  of  credit  or  similar
instrument  which is issued  upon the  application  of such Person or upon which
such Person is an account party or for which such Person is in any way liable.

     "Leverage  Ratio" means,  as of any date of  calculation,  the ratio of (a)
Consolidated  Indebtedness  outstanding  on  such  date  to (b)  the  sum of (i)
Consolidated  Indebtedness  outstanding on such date and (ii)  Consolidated  Net
Worth outstanding on such date.

     "License"  means any license,  certificate  of  authority,  permit or other
authorization  which is required to be obtained from any Governmental  Authority
in  connection  with  the  operation,  ownership  or  transaction  of  insurance
business.

     "Lien"   means  any  lien   (statutory   or   other),   mortgage,   pledge,
hypothecation,  assignment,  deposit  arrangement,  encumbrance  or  preference,
priority or other security agreement or preferential  arrangement of any kind or
nature whatsoever  (including,  without limitation,  the interest of a vendor or
lessor under any conditional  sale,  Capitalized  Lease or other title retention
agreement).

     "Loan" means, with respect to a Lender, such Lender's loan made pursuant to
ARTICLE  II (or  any  conversion  or  continuation  thereof)  in the  form  of a
Revolving Loan or a Swing Line Loan.

     "Loan Documents" means this Agreement, any Notes issued pursuant to SECTION
2.11 or 2.16, the Guaranty and the other  documents and agreements  contemplated
hereby and executed by either  Borrower or Holdings in favor of the Agent or any
Lender.

     "Material  Adverse  Effect"  means a  material  adverse  effect  on (a) the
business, Property, condition (financial or otherwise),  operations, performance
or prospects of Group and its Subsidiaries  taken as a whole, (b) the ability of
either Borrower or Holdings to perform its obligations  under the Loan Documents
to which it is a party, or (c) the validity or enforceability of any of the Loan
Documents or the rights or remedies of the Agent or the Lenders thereunder.

     "Material Indebtedness" is defined in SECTION 7.5.

     "Material  Insurance  Subsidiary"  means  an  Insurance  Subsidiary  with a
Statutory Capital and Surplus of greater than $5,000,000.

     "Moody's" means Moody's Investors Service, Inc.

     "Multiemployer  Plan"  means a Plan  maintained  pursuant  to a  collective
bargaining  agreement or any other  arrangement to which either  Borrower or any
member of the  Controlled  Group is a party to which more than one  employer  is
obligated to make contributions.

     "NAIC" means the National  Association  of Insurance  Commissioners  or any
successor thereto,  or in lieu thereof,  any other association,  agency or other
organization  performing  advisory,  coordination  or other like functions among
insurance   departments,   insurance   commissioners  and  similar  Governmental
Authorities  of the various  states of the United States toward the promotion of
uniformity in the practices of such Governmental Authorities.

     "Net Available  Proceeds" means with respect to any sale or issuance of any
equity  securities  of Group or any of  Group's  Subsidiaries,  cash or  readily
marketable  cash  equivalents  received  therefrom,  whether at the time of such
disposition or subsequent thereto,  net, in either case, of all legal, title and
recording tax expenses,  all other taxes (including  income taxes),  commissions
and other fees and all costs and expenses incurred.

     "Net  Mark-to-Market  Exposure"  of a  Person  means,  as of  any  date  of
determination,  the excess (if any) of all unrealized losses over all unrealized
profits of such Person arising from Rate Hedging  Agreements and other Financial
Contracts.  "Unrealized  losses" means the fair market value of the cost to such
Person of replacing such Rate Hedging Agreement or Financial  Contract as of the
date of determination (assuming the Rate Hedging Agreement or Financial Contract
were to be terminated as of that date), and "unrealized  profits" means the fair
market value of the gain to such Person of replacing such Rate Hedging Agreement
or  Financial  Contract  as of the date of  determination  (assuming  such  Rate
Hedging Agreement or Financial Contract were to be terminated as of that date).

     "Non-U.S. Lender" is defined in SECTION 3.5(D).

     "Notes" means,  collectively  any Revolving Notes and Swing Line Notes then
issued at the request of the applicable Lender.

     "Notice of Assignment" is defined in SECTION 12.3.2.

     "Obligations" means all unpaid principal of and accrued and unpaid interest
on the Loans,  all  accrued and unpaid  fees and all  expenses,  reimbursements,
indemnities  and other  obligations  of the  Borrowers  to the Lenders or to any
Lender,  the Agent or any indemnified party arising under the Loan Documents and
any Rate Hedging  Obligations  or foreign  exchange  contracts of the  Borrowers
owing to the Agent or any Lender.

     "Off-Balance  Sheet  Liability"  of  a  Person  means  (a)  any  repurchase
obligation  or  liability  of such  Person  with  respect to  accounts  or notes
receivable  sold by such Person,  (b) any liability under any Sale and Leaseback
Transaction  which  does not create a  liability  on the  balance  sheet of such
Person,  (c) any  liability  under any financing  lease or so-called  "synthetic
lease"  transaction  entered into by such Person, or (d) any obligation  arising
with respect to any other transaction  which is the functional  equivalent of or
takes the place of  borrowing  but which does not  constitute a liability on the
balance sheet of such Person, but excluding Operating Leases.

     "Other Taxes" is defined in SECTION 3.5(B).

     "Participants" is defined in SECTION 12.2.1.

     "Payment  Date"  means  the last day of each  March,  June,  September  and
December.

     "PBGC" means the Pension  Benefit  Guaranty  Corporation,  or any successor
thereto.

     "Person"  means any  natural  person,  corporation,  firm,  joint  venture,
partnership, limited liability company, association,  enterprise, trust or other
entity or  organization,  or any  government  or  political  subdivision  or any
agency, department or instrumentality thereof.

     "Plan" means an employee  pension benefit plan which is covered by Title IV
of ERISA or subject to the minimum  funding  standards  under Section 412 of the
Code as to which either Borrower or any member of the Controlled  Group may have
any liability.

     "Pricing Schedule" means the Schedule attached hereto identified as such.

     "Property" of a Person means any and all property,  whether real, personal,
tangible, intangible, or mixed, of such Person, or other assets owned, leased or
operated by such Person.

     "Pro Rata  Share"  means,  as to any  Lender,  (a) at any time at which the
Aggregate Commitment remains outstanding,  the percentage  equivalent (expressed
as a decimal  rounded to the ninth decimal  place) at such time of such Lender's
Commitment divided by the Aggregate Commitment, and (b) after the termination of
the Aggregate  Commitment,  the percentage  equivalent  (expressed as a decimal,
rounded to the ninth decimal place) at such time of the principal amount of such
Lender's  outstanding  Loans  (other  than  Swing  Line  Loans)  divided  by the
aggregate  principal  amount of the  outstanding  Loans  (other  than Swing Line
Loans) of all of the Lenders.

     "Purchasers" is defined in SECTION 12.3.1.

     "Quarterly  Statement" means the quarterly statutory financial statement of
any Insurance  Subsidiary  required to be filed with the insurance  commissioner
(or similar  authority) of its jurisdiction of incorporation  or, if no specific
form is so  required,  in the form of  financial  statements  permitted  by such
insurance  commissioner  (or  such  similar  authority)  to be used  for  filing
quarterly statutory financial statements and shall contain the type of financial
information permitted by such insurance commissioner (or such similar authority)
to  be  disclosed  therein,  together  with  all  exhibits  or  schedules  filed
therewith.

     "Rate  Hedging  Agreement"  means  an  agreement,   device  or  arrangement
providing  for payments  which are related to  fluctuations  of interest  rates,
exchange   rates   or   forward   rates,   including,   but  not   limited   to,
dollar-denominated or cross-currency interest rate exchange agreements,  forward
currency exchange agreements, interest rate cap or collar protection agreements,
forward rate currency or interest rate options, puts and warrants.

     "Rate Hedging  Obligations"  of a Person means any and all  obligations  of
such  Person,  whether  absolute or  contingent  and  howsoever  and  whensoever
created, arising, evidenced or acquired (including all renewals,  extensions and
modifications  thereof and substitutions  therefor),  under (a) any and all Rate
Hedging  Agreements,  and (b) any and all cancellations,  buy backs,  reversals,
terminations or assignments of any Rate Hedging Agreement.

     "Regulation D" means  Regulation D of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor thereto or other
regulation  or official  interpretation  of said Board of Governors  relating to
reserve requirements applicable to member banks of the Federal Reserve System.

     "Regulation T" means  Regulation T of the Board of Governors of the Federal
Reserve System as from time to time in effect and shall include any successor or
other regulation or official  interpretation of such Board of Governors relating
to the extension of credit by securities  brokers and dealers for the purpose of
purchasing or carrying margin stocks applicable to such Persons.

     "Regulation U" means  Regulation U of the Board of Governors of the Federal
Reserve  System  as from  time to time in  effect  and any  successor  or  other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of  purchasing  or carrying  margin
stocks applicable to member banks of the Federal Reserve System.

     "Regulation X" means  Regulation X of the Board of Governors of the Federal
Reserve System as from time to time in effect and shall include any successor or
other regulation or official  interpretation of said Board of Governors relating
to the  extension  of  credit  by the  specified  lenders  for  the  purpose  of
purchasing or carrying margin stocks applicable to such Persons.

     "Replacement Lender" is defined in SECTION 3.7.

     "Reportable  Event" means a reportable  event as defined in Section 4043 of
ERISA and the  regulations  issued under such  section,  with respect to a Plan,
excluding,  however,  such events as to which the PBGC has by regulation  waived
the  requirement of Section  4043(a) of ERISA that it be notified within 30 days
of the  occurrence of such event;  PROVIDED,  that a failure to meet the minimum
funding standard of Section 412 of the Code and of Section 302 of ERISA shall be
a Reportable  Event  regardless of the issuance of any such waiver of the notice
requirement in accordance with either Section 4043(a) of ERISA or Section 412(d)
of the Code.

     "Reports" is defined in SECTION 9.6.

     "Required  Lenders" means Lenders in the aggregate  having at least 66-2/3%
of the Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the  aggregate  holding  at least  66-2/3%  of the  aggregate  unpaid
principal  amount of the outstanding  Revolving Loans and Swing Line Loans (less
the amount of any Swing Line Loans as to which participating interests have been
purchased by the Lenders pursuant to SECTION 2.12(D)).

     "Reserve  Requirement"  means,  with  respect to an  Interest  Period,  the
maximum  aggregate  reserve  requirement  (including  all  basic,  supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities.

     "Revolving  Note"  means any  promissory  note  issued at the  request of a
Lender pursuant to SECTION 2.16 in the form of EXHIBIT C.

     "Revolving Loan" is defined in SECTION 2.1.

     "Risk Based Capital Act" means the Risk-Based Capital (RBC) for Life and/or
Health Insurers Model Act as in effect as the date of this Agreement.

     "S&P" means Standard and Poor's Ratings  Service,  a division of The McGraw
Hill Companies, Inc.

     "Sale  and  Leaseback  Transaction"  means  any sale or other  transfer  of
Property by any Person with the intent to lease such Property as lessee.

     "SAP"  means,  with  respect to any  Insurance  Subsidiary,  the  statutory
accounting practices  prescribed or permitted by the insurance  commissioner (or
other similar  authority) in the jurisdiction of such Person for the preparation
of annual statements and other financial  reports by insurance  companies of the
same  type as such  Person  in effect  from  time to time,  applied  in a manner
consistent with those used in preparing the financial  statements referred to in
SECTION 5.4(C) and (D).

     "Schedule" refers to a specific schedule to this Agreement,  unless another
document is specifically referenced.

     "Section"  means a  numbered  section  of this  Agreement,  unless  another
document is specifically referenced.

     "Single  Employer Plan" means a Plan  maintained by either  Borrower or any
member of the  Controlled  Group for employees of such Borrower or any member of
the Controlled Group.

     "Statutory  Capital  and  Surplus"  means,  with  respect to any  Insurance
Subsidiary at any time, the capital and surplus of such Insurance  Subsidiary at
such time, as determined in accordance with SAP ("Liabilities, Surplus and Other
Funds" statement, Page 3, Column 1, Line 38 of the Annual Statement).

     "Statutory Net Income" means, with respect to any Insurance  Subsidiary for
any  computation  period,  the net income  earned by such  Insurance  Subsidiary
during  such  period,   as  determined  in  accordance  with  SAP  ("Summary  of
Operations" statement, Page 4, Column 1, Line 33 of the Annual Statement).

     "Statutory Surplus" means, with respect to any Insurance  Subsidiary at any
time, the surplus as regards  policyholders of such Insurance Subsidiary at such
time,  as determined in  accordance  with SAP  ("Liabilities,  Surplus and Other
Funds" statement, Page 3, Column 1, Line 37 of the Annual Statement).

     "Subsidiary"  of a Person  means (a) any  corporation  more than 50% of the
outstanding  securities  having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its  Subsidiaries or by such Person and one or more of its  Subsidiaries,  or
(b) any partnership,  limited liability company,  association,  joint venture or
similar business  organization  more than 50% of the ownership  interests having
ordinary  voting  power  of which  shall at the time be so owned or  controlled.
Unless otherwise  expressly  provided,  all references  herein to a "Subsidiary"
shall mean a Subsidiary of Group.

     "Substantial  Portion"  means,  with respect to the Property of any Person,
Property which (a) represents more than 10% of the  consolidated  assets of such
Person as would be shown in the consolidated financial statements of such Person
as at the end of the  Fiscal  Quarter  next  preceding  the date on  which  such
determination  is  made,  or  (b)  is  responsible  for  more  than  10%  of the
consolidated  net revenues or of the  consolidated  net income of such Person as
reflected in the financial statements referred to in clause (a) above.

     "Swing Line  Commitment"  means,  at any time,  the commitment of the Swing
Line Lenders to make Swing Line Loans pursuant to SECTION 2.11.

     "Swing Line Lender" means First Chicago, in its capacity as provider of the
Swing Line Loans.

     "Swing Line Loan" means a Loan made by the Swing Line Lender.

     "Swing  Line Note" means a  promissory  note in  substantially  the form of
EXHIBIT D.

     "Taxes" means any and all present or future taxes, duties, levies, imposts,
deductions, charges or withholdings, and any and all liabilities with respect to
the foregoing, but excluding Excluded Taxes.

     "Transferee" is defined in SECTION 12.4.

     "Type"  means,  with respect to any Advance,  its nature as a Floating Rate
Advance or a Eurodollar Advance.

     "Unfunded Liabilities" means the amount (if any) by which the present value
of all vested and unvested  accrued  benefits  under all Single  Employer  Plans
exceeds  the fair  market  value  of all  such  Plan  assets  allocable  to such
benefits,  all  determined  as of the then most recent  valuation  date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

     "Unmatured  Default"  means an event which but for the lapse of time or the
giving of notice, or both, would constitute a Default.

     "UWLIC" means United  Wisconsin  Life Insurance  Company,  a Wisconsin life
insurance company.

     "UWS" means United Wisconsin Services, Inc., a Wisconsin corporation.

     "UWS Group" means, collectively, UWS and its Subsidiaries.

     "Wholly-Owned  Subsidiary"  of a Person means (a) any Subsidiary all of the
outstanding voting securities of which shall at the time be owned or controlled,
directly or indirectly,  by such Person or one or more Wholly-Owned Subsidiaries
of such Person, or by such Person and one or more  Wholly-Owned  Subsidiaries of
such Person,  or (b) any partnership,  limited liability  company,  association,
joint venture or similar business  organization 100% of the ownership  interests
having  ordinary  voting  power  of  which  shall  at the  time be so  owned  or
controlled.

     "Year 2000 Issues"  means  anticipated  costs,  problems and  uncertainties
associated  with the inability of certain  computer  applications to effectively
handle data,  including  dates on and after January 1, 2000,  as such  inability
affects  the  business,  operations  and  financial  condition  of Group and its
Subsidiaries and of Group's and its Subsidiaries' material customers,  suppliers
and vendors.

     "Year 2000 Program" is defined in SECTION 5.21.

     The foregoing  definitions shall be equally applicable to both the singular
and plural forms of the defined terms.  References herein to particular columns,
lines or  sections  of any  Person's  Annual  Statement  shall be deemed,  where
appropriate,  to be references to the corresponding  column,  line or section of
such Person's Quarterly Statement,  or if no such corresponding  column, line or
section  exists or if any report form changes,  then to the  corresponding  item
referenced  thereby.  References  herein to the Risk Based  Capital Act shall be
deemed to be references to such act as in effect on the date of this  Agreement;
PROVIDED,  that the Agent,  the Lenders and the Borrowers agree to make mutually
acceptable  modifications  to SECTION 6.19.4 hereof following the request by any
thereof  upon any  modification  to such  act so as to  equitably  reflect  such
modifications   in  order  that  the  criteria  for   evaluating  the  Insurance
Subsidiaries will be the same after such  modifications as if such modifications
had not  occurred.  Each  accounting  term used  herein  which is not  otherwise
defined  herein  shall  be  defined  in  accordance  with  Agreement  Accounting
Principles unless otherwise specified.

     In the event that any changes in Agreement Accounting Principles and/or SAP
occur after the date of this  Agreement  and such  changes  result in a material
variation in the method of calculation of financial  covenants or other terms of
this  Agreement,  then the  Borrowers,  the Agent and the Lenders agree to amend
such  provisions  of this  Agreement so as to equitably  reflect such changes in
order that the criteria for evaluating the Borrowers'  financial  condition will
be the same after such changes as if such changes had not occurred.


                                   ARTICLE II
                                  THE CREDITS

     2.1.  COMMITMENT.  (a) From and  including  the date of this  Agreement and
prior to the Facility  Termination  Date, each Lender severally  agrees,  on the
terms and conditions set forth in this Agreement, to make Loans (each such Loan,
a "REVOLVING  LOAN") to Group from time to time in amounts which,  together with
such  Lender's  Pro Rata Share of any  outstanding  Swing Line Loans,  shall not
exceed  in  the  aggregate  at  any  one  time  outstanding  the  amount  of its
Commitment. UWLIC may not borrow Revolving Loans, but may only borrow Swing Line
Loans pursuant to SECTION 2.11.  Subject to the terms of this  Agreement,  Group
may borrow,  repay and reborrow Revolving Loans and Swing Line Loans at any time
prior to the Facility  Termination Date. The Commitments to lend hereunder shall
expire on the Facility Termination Date.

          (b) Each  Borrower  hereby  agrees that if at any time, as a result in
     reductions  in  the  Aggregate   Commitment  pursuant  to  SECTION  2.8  or
     otherwise,  the  outstanding  principal  amount  of the Loans  exceeds  the
     Aggregate  Commitment,  such  Borrower  shall  repay  immediately  its then
     outstanding  Loans in such amount as may be  necessary  to  eliminate  such
     excess.

     2.2.  REQUIRED  PAYMENTS;  TERMINATION . Any  outstanding  Advances and all
other unpaid  Obligations shall be paid in full by the Borrowers on the Facility
Termination Date.

     2.3. RATABLE LOANS. Each Advance hereunder shall consist of Revolving Loans
made from the  several  Lenders  ratably in  proportion  to the ratio that their
respective Commitments bear to the Aggregate Commitment.

     2.4.  TYPES OF ADVANCES . The  Advances  may be Floating  Rate  Advances or
Eurodollar Advances,  or a combination thereof,  selected by Group in accordance
with SECTIONS 2.9 and 2.10.

     2.5. FACILITY FEE; REDUCTIONS IN AGGREGATE COMMITMENT . Group agrees to pay
to the Agent for the account of each  Lender a facility  fee at a per annum rate
equal to the Applicable Fee Rate times such Lender's Commitment (whether used or
unused) from the date hereof to and  including  the Facility  Termination  Date,
payable  in  arrears  on  each  Payment  Date  hereafter  and  on  the  Facility
Termination  Date.  Group may  permanently  reduce the  Aggregate  Commitment in
whole,  or in part ratably among the Lenders,  in a minimum amount of $1,000,000
(and in multiples of $500,000 if in excess thereof) upon at least three Business
Days' written notice to the Agent,  which notice shall specify the amount of any
such reduction; PROVIDED, that the amount of the Aggregate Commitment may not be
reduced below the aggregate principal amount of the outstanding Advances and the
outstanding  Swing Line Loans. All accrued facility fees shall be payable on the
effective  date of any  termination  of the  obligations  of the Lenders to make
Loans hereunder.

     2.6.  MINIMUM AMOUNT OF EACH ADVANCE.  Each Advance shall be in the minimum
amount of  $1,000,000  (and in  multiples  of  $500,000  if in excess  thereof);
PROVIDED,  that any  Floating  Rate  Advance  may be in the amount of the unused
Aggregate Commitment.

     2.7. OPTIONAL PRINCIPAL PAYMENTS.  Group may from time to time pay, without
penalty or premium,  all outstanding  Advances or, in a minimum aggregate amount
of  $1,000,000  or any  integral  multiple of $500,000  in excess  thereof,  any
portion of the outstanding  Advances upon two Business Days' prior notice to the
Agent,  subject,  in the case of  Eurodollar  Advances,  to the  payment  of any
funding  indemnification  amounts required by SECTION 3.4 but without penalty or
premium.

     2.8. MANDATORY COMMITMENT REDUCTIONS. (a) The Aggregate Commitment shall be
automatically and permanently  reduced to the following amounts on the following
dates:

                               DATE.         AGGREGATE COMMITMENT
                               ----          --------------------
                           July 31, 2000             $60,000,000
                           July 31, 2001             $50,000,000
                            uly 31, 2002             $35,000,000

          (b) Any reduction in the Aggregate Commitment pursuant to this SECTION
     2.8 or otherwise shall ratably reduce the Commitment of each Lender.

          (c) At no time shall the Swing Line  Commitment  exceed the  Aggregate
     Commitment, and any reduction of the Aggregate Commitment which reduces the
     Aggregate  Commitment  below the  then-current  amount  of the  Swing  Line
     Commitment  shall  result in an  automatic  corresponding  reduction of the
     Swing Line  Commitment  to the amount of the  Aggregate  Commitment,  as so
     reduced,  without  any action on the part of the Swing Line  Lender.  At no
     time shall the Swing Line  Commitment  exceed the  Commitment  of the Swing
     Line Lender,  and any reduction of the Aggregate  Commitment  which reduces
     the  Commitment of the Swing Line Lender below the  then-current  amount of
     the  Swing  Line  Commitment  shall  result in an  automatic  corresponding
     reduction of the Swing Line  Commitment to the amount of the  Commitment of
     the Swing Line Lender, as so reduced, without any action on the part of the
     Swing Line Lender.

     2.9. METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR NEW ADVANCES. Group
shall  select the Type of Advance and, in the case of each  Eurodollar  Advance,
the Interest Period  applicable  thereto from time to time. Group shall give the
Agent  irrevocable  notice (a  "BORROWING  NOTICE")  not later  than  10:00 a.m.
(Chicago  time) on the  Borrowing  Date of each  Floating Rate Advance and three
Business Days before the Borrowing Date for each Eurodollar Advance, specifying:

          (a) the  Borrowing  Date,  which  shall  be a  Business  Day,  of such
     Advance,

          (b) the aggregate amount of such Advance,

          (c) the Type of Advance selected, and

          (d) in the  case of  each  Eurodollar  Advance,  the  Interest  Period
     applicable thereto, which shall end on or prior to the Facility Termination
     Date.

     Not later than noon  (Chicago  time) on each  Borrowing  Date,  each Lender
shall make available its Revolving Loan or Loans in funds immediately  available
in Chicago to the Agent at its address  specified  pursuant to ARTICLE XIII. The
Agent will make the funds so received from the Lenders available to Group at the
Agent's aforesaid address.

     2.10.  CONVERSION AND CONTINUATION OF OUTSTANDING  ADVANCES.  Floating Rate
Advances shall continue as Floating Rate Advances unless and until such Floating
Rate Advances are converted into  Eurodollar  Advances  pursuant to this SECTION
2.10 or are repaid in accordance with SECTION 2.7. Each Eurodollar Advance shall
continue as a Eurodollar  Advance until the end of the then applicable  Interest
Period  therefor,  at which time such Eurodollar  Advance shall be automatically
converted into a Floating Rate Advance unless (x) such Eurodollar  Advance is or
was repaid in  accordance  with  SECTION  2.7 or (y) Group  shall have given the
Agent a  Conversion/Continuation  Notice (as defined below)  requesting that, at
the  end  of  such  Interest  Period,  such  Eurodollar  Advance  continue  as a
Eurodollar Advance for the same or another Interest Period. Subject to the terms
of SECTION 2.6,  Group may elect from time to time to convert all or any part of
a Floating  Rate Advance into a Eurodollar  Advance.  Group shall give the Agent
irrevocable notice (a "CONVERSION/CONTINUATION  NOTICE") of each conversion of a
Floating Rate Advance into a Eurodollar  Advance or continuation of a Eurodollar
Advance not later than 10:00 a.m.  (Chicago  time) at least three  Business Days
prior to the date of the requested conversion or continuation, specifying:

          (a) the requested date of such conversion or continuation, which shall
     be a Business Day,

          (b) the  aggregate  amount  and  Type of the  Advance  which  is to be
     converted or continued, and

          (c) the  amount  of such  Advance  which  is to be  converted  into or
     continued as a Eurodollar  Advance and the duration of the Interest  Period
     applicable thereto.

     2.11. THE SWING LINE LOANS. Subject to the terms and conditions hereof, the
Swing Line Lender  agrees to make Swing Line Loans to either Group or UWLIC from
time to time prior to the Facility  Termination  Date in an aggregate  principal
amount at any one time  outstanding not to exceed  $10,000,000  (the "SWING LINE
COMMITMENT");  PROVIDED,  that after giving  effect to any such Swing Line Loan,
the principal amount  outstanding of all Revolving Loans and Swing Line Loans at
such time would not  exceed the  Aggregate  Commitment  at such time;  PROVIDED,
further,  that the principal  amount  outstanding of the Swing Line Loans and of
the Swing Line Lender's Revolving Loans would not exceed the Swing Line Lender's
Commitment.  Prior to the Facility  Termination  Date, the Borrowers may use the
Swing Line  Commitment by borrowing,  prepaying the Swing Line Loans in whole or
in part,  and  reborrowing,  all in  accordance  with the terms  and  conditions
hereof.  All Swing Line Loans shall bear interest at the Floating Rate and shall
not be entitled to be converted into Loans that bear interest at any other rate.
At the Swing Line Lender's request, the Swing Line Loans shall be evidenced by a
Swing Line Note made payable thereto.

     2.12. PROCEDURE FOR SWING LINE LOANS . (a) Either Borrower may borrow under
the Swing Line  Commitment  on any Business  Day until the Facility  Termination
Date; PROVIDED,  that such Borrower shall give the Swing Line Lender irrevocable
notice  (which  notice must be received by the Swing Line Lender  prior to 11:00
a.m.  (Chicago  time))  specifying the amount of the requested  Swing Line Loan,
which shall be a minimum  amount of $250,000 or a whole  multiple of $100,000 in
excess  thereof.  The proceeds of the Swing Line Loan will be made  available by
the Swing Line Lender to the applicable Borrower in immediately  available funds
at the office of the Swing Line Lender by 1:00 p.m.  (Chicago  time) on the date
of such notice.  Each Borrower may at any time and from time to time, prepay the
Swing Line Loans, in whole or in part, without premium or penalty,  by notifying
the Swing Line Lender prior to 11:00 a.m.  (Chicago time) on any Business Day of
the date and amount of prepayment  with a copy to the Agent.  If any such notice
is given,  the amount  specified  in such notice shall be due and payable on the
date specified therein.  Partial  prepayments shall be in an aggregate principal
amount of $250,000 or a whole multiple of $100,000 in excess thereof.

          (b) If any Swing  Line Loan  shall  remain  outstanding  at 11:00 a.m.
     (Chicago time) on the thirtieth (30th) day following the date of such Swing
     Line Loan and if by such time on such thirtieth  (30th) day the Agent shall
     have received from the applicable  Borrower  neither (i) a Borrowing Notice
     delivered by Group pursuant to SECTION 2.9 requesting  that Revolving Loans
     be made to Group pursuant to SECTION 2.1 on such date in an amount at least
     equal to the principal  amount of such Swing Line Loan  (without  regard to
     whether such Swing Line Loan was made to Group or UWLIC) nor (ii) any other
     notice satisfactory to the Agent indicating such Borrower's intent to repay
     such  Swing  Line Loan on or before  such  thirtieth  (30th) day with funds
     obtained from other sources,  then on such  thirtieth  (30th) day the Swing
     Line Lender shall (and on any  previous  Business Day the Swing Line Lender
     in its sole discretion  may), on behalf of Group (which hereby  irrevocably
     directs the Swing Line  Lender to act on its  behalf)  request the Agent to
     notify each Lender to make a Floating  Rate Loan in an amount equal to such
     Lender's  Pro  Rata  Share of (A) in the  case of such a  request  which is
     required to be made, the amount of the relevant Swing Line Loan, and (B) in
     the case of such a discretionary request, the aggregate principal amount of
     the Swing Line Loans  outstanding on the date such notice is given.  Unless
     any of the events  described in SECTION 7.6 or 7.7 shall have occurred with
     respect to either  Borrower (in which event the procedures of paragraph (d)
     of this  SECTION  2.12 shall  apply) each Lender shall make the proceeds of
     its Revolving Loan available to the Agent for the account of the Swing Line
     Lender in funds immediately  available prior to 1:00 p.m. (Chicago time) on
     the  Business  Day next  succeeding  the date such  notice  is  given.  The
     proceeds of such Revolving Loans shall be immediately  applied to repay the
     outstanding Swing Line Loans. Effective on the day such Revolving Loans are
     made,  the  portion  of the  Swing  Line  Loans so paid  shall no longer be
     outstanding  as Swing Line Loans and shall no longer be due under the Swing
     Line  Note.  Each  Borrower  shall pay to the Swing Line  Lender,  promptly
     following the Swing Line  Lender's  demand,  the amount of its  outstanding
     Swing  Line Loans to the  extent  amounts  received  from  Lenders  are not
     sufficient to repay in full such outstanding Swing Line Loans.

          (c)  Notwithstanding  anything herein to the contrary,  the Swing Line
     Lender  (i)  shall  not be  obligated  to make any  Swing  Line Loan if the
     conditions  set forth in ARTICLE IV have not been  satisfied and (ii) shall
     not make any  requested  Swing Line Loan if,  prior to 11:00 a.m.  (Chicago
     time) on the date of such  requested  Swing  Line Loan,  it has  received a
     written  notice  from the  Agent  or any  Lender  directing  it not to make
     further Swing Line Loans because one or more of the conditions specified in
     ARTICLE IV are not then satisfied.

          (d) If prior to the making of a Revolving  Loan required to be made by
     SECTION  2.12(B) a  Default  described  in  SECTION  7.6 or 7.7 shall  have
     occurred and be  continuing  with respect to either  Borrower,  each Lender
     will, on the date such Revolving Loan was to have been made pursuant to the
     notice  described in SECTION 2.12(B),  purchase an undivided  participating
     interest in the outstanding  Swing Line Loans  (including  accrued interest
     thereon)  in an  amount  equal  to its  Pro  Rata  Share  of the  aggregate
     principal  amount of Swing Line Loans then  outstanding.  Each  Lender will
     immediately transfer to the Agent for the benefit of the Swing Line Lender,
     in immediately available funds, the amount of its participation.

          (e) Whenever, at any time after a Lender has purchased a participating
     interest in a Swing Line Loan,  the Swing Line Lender  receives any payment
     on account thereof,  the Swing Line Lender will distribute to the Agent for
     delivery  to  each  Lender  its  participating   interest  in  such  amount
     (appropriately  adjusted in the case of interest  payments,  to reflect the
     period of time  during  which  such  Lender's  participating  interest  was
     outstanding  and  funded);  PROVIDED,  that in the event that such  payment
     received by the Swing Line Lender is required to be  returned,  such Lender
     will return to the Agent for  delivery to the Swing Line Lender any portion
     thereof previously distributed by the Swing Line Lender to it.

          (f) Each Lender's  obligation to make the Revolving  Loans referred to
     in SECTION  2.12(B) and to  purchase  participating  interests  pursuant to
     SECTION  2.12(D)  shall be  absolute  and  unconditional  and  shall not be
     affected  by any  circumstance,  including,  without  limitation,  (i)  any
     set-off, counterclaim, recoupment, defense or other right which such Lender
     or either Borrower may have against the Swing Line Lender,  either Borrower
     or any other  Person  for any reason  whatsoever,  (ii) the  occurrence  or
     continuance of a Default or an Unmatured Default,  (iii) any adverse change
     in the condition  (financial or  otherwise)  of either  Borrower,  (iv) any
     breach of this Agreement or any other Loan Document by either Borrower, any
     Subsidiary or any other Lender, or (v) any other circumstance, happening or
     event whatsoever, whether or not similar to any of the foregoing.

     2.13.  CHANGES IN INTEREST RATE, ETC. Each Floating Rate Advance shall bear
interest on the  outstanding  principal  amount  thereof,  for each day from and
including  the date such Advance is made or is  automatically  converted  from a
Eurodollar Advance into a Floating Rate Advance pursuant to SECTION 2.10, to but
excluding the date it is paid or is converted into a Eurodollar Advance pursuant
to SECTION 2.10 hereof,  at a rate per annum equal to the Floating Rate for such
day.  Changes in the rate of interest on that portion of any Advance  maintained
as a Floating Rate Advance will take effect  simultaneously  with each change in
the  Floating  Rate.  Each  Eurodollar   Advance  shall  bear  interest  on  the
outstanding  principal  amount  thereof from and  including the first day of the
Interest Period  applicable  thereto to (but not including) the last day of such
Interest  Period at the interest  rate  determined by the Agent as applicable to
such Eurodollar Advance based upon Group's selections under SECTION 2.9 and 2.10
and otherwise in accordance  with the terms hereof.  No Interest  Period may end
after the Facility Termination Date.

     2.14.  RATES  APPLICABLE  AFTER  DEFAULT.  Notwithstanding  anything to the
contrary  contained in SECTION 2.9 or 2.10,  during the continuance of a Default
or Unmatured  Default the Required  Lenders may, at their  option,  by notice to
Group  (which  notice  may be  revoked  at the  option of the  Required  Lenders
notwithstanding  any provision of SECTION 8.2 requiring unanimous consent of the
Lenders to changes in interest  rates),  declare that no Advance may be made as,
converted into or continued as a Eurodollar Advance. During the continuance of a
Default the  Required  Lenders may, at their  option,  by notice to Group (which
notice may be revoked at the option of the Required Lenders  notwithstanding any
provision of SECTION 8.2 requiring  unanimous  consent of the Lenders to changes
in  interest  rates),  declare  that each Loan shall bear  interest  at the then
applicable  rate per  annum  in  effect  from  time to time  plus 2% per  annum;
PROVIDED, that during the continuance of a Default under SECTION 7.6 or 7.7, the
interest  rate set forth  above  shall be  applicable  to all Loans  without any
election or action on the part of the Agent or any Lender.

     2.15. METHOD OF PAYMENT. All payments of the Obligations hereunder shall be
made, without setoff, deduction, or counterclaim, in immediately available funds
to the Agent at the Agent's  address  specified  pursuant to ARTICLE XIII, or at
any other Lending Installation of the Agent specified in writing by the Agent to
Group, by noon (local time) on the date when due and shall be applied ratably by
the Agent among the Lenders. Each payment delivered to the Agent for the account
of any Lender  shall be  delivered  promptly  by the Agent to such Lender in the
same type of funds that the Agent received at its address specified  pursuant to
ARTICLE XIII or at any Lending  Installation  specified in a notice  received by
the Agent from such Lender. The Agent is hereby authorized to charge the account
of either Borrower  maintained with First Chicago for each payment of principal,
interest and fees payable thereby as it becomes due hereunder.

     2.16. NOTELESS AGREEMENT; EVIDENCE OF INDEBTEDNESS.

          (a) Each Lender shall  maintain in accordance  with its usual practice
     an account or accounts evidencing the indebtedness of the Borrowers to such
     Lender  resulting  from each Loan  made by such  Lender  from time to time,
     including  the amounts of principal  and interest  payable and paid to such
     Lender from time to time hereunder.

          (b) The Agent shall also maintain accounts in which it will record (i)
     the amount of each Loan made  hereunder,  the Type thereof and the Interest
     Period with respect  thereto,  (ii) the amount of any principal or interest
     due and  payable or to become due and  payable  from each  Borrower to each
     Lender  hereunder  and (iii) the  amount of any sum  received  by the Agent
     hereunder from each Borrower and each Lender's share thereof.

          (c) The entries  maintained  in the  accounts  maintained  pursuant to
     paragraphs (a) and (b) above shall be prima facie evidence of the existence
     and amounts of the Obligations therein recorded; PROVIDED, that the failure
     of the Agent or any Lender to maintain  such  accounts or any error therein
     shall not in any manner affect the  obligation of either  Borrower to repay
     the Obligations in accordance with their terms.

          (d) Any Lender may request that its Revolving  Loans be evidenced by a
     promissory note (a "REVOLVING  NOTE"). In such event,  Group shall prepare,
     execute and deliver to such Lender a Revolving Note payable to the order of
     such  Lender  in a  form  supplied  by the  Agent.  Thereafter,  the  Loans
     evidenced by such  Revolving  Note and interest  thereon shall at all times
     (including after any assignment pursuant to SECTION 12.3) be represented by
     one or more Revolving Notes payable to the order of the payee named therein
     or any  assignee  pursuant to SECTION  12.3,  except to the extent that any
     such Lender or assignee  subsequently  returns any such  Revolving Note for
     cancellation and requests that such Revolving Loans once again be evidenced
     as described in paragraphs (a) and (b) above.

     2.17.  TELEPHONIC NOTICES.  Each Borrower hereby authorizes the Lenders and
the Agent to extend, convert or continue Advances, effect selections of Types of
Advances  and to  transfer  funds,  and the Swing Line Lender to make Swing Line
Loans,  based in each case on  telephonic  notices made by any person or persons
the Agent or any  Lender in good faith  believes  to be acting on behalf of such
Borrower.  Each  Borrower  agrees  to  deliver  promptly  to the Agent a written
confirmation,  if such  confirmation is requested by the Agent or any Lender, of
each  telephonic  notice  signed  by  an  Authorized  Officer.  If  the  written
confirmation  differs in any material respect from the action taken by the Agent
and the Lenders,  the records of the Agent and the Lenders  shall govern  absent
manifest error.

     2.18. INTEREST PAYMENT DATES;  INTEREST AND FEE BASIS . Interest accrued on
each Floating Rate Loan shall be payable on each Payment Date,  commencing  with
the first such date to occur  after the date  hereof and at  maturity.  Interest
accrued  on each  Eurodollar  Loan  shall  be  payable  on the  last  day of its
applicable Interest Period, on any date on which the Eurodollar Loan is prepaid,
whether by acceleration or otherwise, and at maturity.  Interest accrued on each
Eurodollar Loan having an Interest Period longer than three months shall also be
payable  on the last  day of each  three-month  interval  during  such  Interest
Period.  Interest and facility fees shall be calculated  for actual days elapsed
on the basis of a 360-day year. Interest shall be payable for the day an Advance
is made but not for the day of any  payment  on the  amount  paid if  payment is
received  prior to noon (local time) at the place of payment.  If any payment of
principal of or interest on an Advance  shall become due on a day which is not a
Business  Day, such payment  shall be made on the next  succeeding  Business Day
and,  in the  case of a  principal  payment,  such  extension  of time  shall be
included in computing interest in connection with such payment.

     2.19. NOTIFICATION OF ADVANCES,  INTEREST RATES, PREPAYMENTS AND COMMITMENT
REDUCTIONS. Promptly after receipt thereof, the Agent will notify each Lender of
the contents of each Aggregate  Commitment  reduction notice,  Borrowing Notice,
Conversion/Continuation  Notice,  and repayment notice received by it hereunder.
The Agent will  notify  each  Lender of the  interest  rate  applicable  to each
Eurodollar  Advance  promptly upon  determination of such interest rate and will
give each Lender prompt notice of each change in the Floating Rate.

     2.20. LENDING INSTALLATIONS.  Each Lender may book its Loans at any Lending
Installation  selected by such  Lender and may change its  Lending  Installation
from time to time. All terms of this  Agreement  shall apply to any such Lending
Installation  and the Loans and any Notes issued  hereunder shall be deemed held
by each Lender for the benefit of such Lending Installation. Each Lender may, by
written notice to the Agent and Group in accordance with ARTICLE XIII, designate
replacement or additional Lending Installations through which Loans will be made
by it and for whose account Loan payments are to be made.

     2.21.  NON-RECEIPT  OF FUNDS BY THE AGENT .  Unless  either  Borrower  or a
Lender,  as the case may be, notifies the Agent prior to the date on which it is
scheduled  to make  payment  to the  Agent of (a) in the case of a  Lender,  the
proceeds  of a Loan or (b) in the case of a  Borrower,  a payment of  principal,
interest or fees to the Agent for the account of the  Lenders,  that it does not
intend to make such  payment,  the Agent may assume  that such  payment has been
made.  The Agent may,  but shall not be  obligated  to,  make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such Lender or  Borrower,  as the case may be, has not in fact made such payment
to the Agent, the recipient of such payment shall, on demand by the Agent, repay
to the Agent the amount so made  available  together  with  interest  thereon in
respect of each day during the period  commencing on the date such amount was so
made  available by the Agent until the date the Agent  recovers such amount at a
rate per annum  equal to (x) in the case of  payment  by a Lender,  the  Federal
Funds  Effective  Rate for such day or (y) in the case of payment by a Borrower,
the interest rate applicable to the relevant Loan.


                                  ARTICLE III
                            YIELD PROTECTION; TAXES

     3.1.  YIELD  PROTECTION.  If, on or after the  Initial  Closing  Date,  the
adoption of any law or any governmental or quasi-governmental  rule, regulation,
policy,  guideline or directive (whether or not having the force of law), or any
change in the  interpretation or  administration  thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation  or  administration  thereof,  or  compliance  by any  Lender  or
applicable  Lending  Installation with any request or directive  (whether or not
having  the  force of law) of any such  authority,  central  bank or  comparable
agency:

          (a) subjects any Lender or any applicable Lending  Installation to any
     Taxes,  or changes  the basis of  taxation  of  payments  (other  than with
     respect to  Excluded  Taxes) to any  Lender in  respect  of its  Eurodollar
     Loans, or

          (b) imposes or increases or deems applicable any reserve,  assessment,
     insurance charge, special deposit or similar requirement against assets of,
     deposits  with or for the account of, or credit  extended by, any Lender or
     any applicable  Lending  Installation  (other than reserves and assessments
     taken  into  account  in  determining   the  interest  rate  applicable  to
     Eurodollar Advances), or

          (c) imposes any other condition the result of which is to increase the
     cost to any  Lender  or any  applicable  Lending  Installation  of  making,
     funding  or  maintaining  its  Eurodollar   Loans  or  reduces  any  amount
     receivable  by  any  Lender  or  any  applicable  Lending  Installation  in
     connection  with its  Eurodollar  Loans,  or  requires  any  Lender  or any
     applicable Lending Installation to make any payment calculated by reference
     to the amount of  Eurodollar  Loans held or interest  received by it, by an
     amount deemed material by such Lender,

and  the  result of any  of  the  foregoing  is  to  increase  the  cost to such
Lender  or  applicable  Lending   Installation  of  making  or  maintaining  its
Eurodollar  Loans or Commitment or to reduce the return  received by such Lender
or applicable  Lending  Installation in connection with such Eurodollar Loans or
Commitment,  then, within 15 days of demand by such Lender, Group shall pay such
Lender such additional amount or amounts as will compensate such Lender for such
increased cost or reduction in amount received.

     3.2. CHANGES IN CAPITAL ADEQUACY  REGULATIONS.  If a Lender  determines the
amount of capital  required or expected to be  maintained  by such  Lender,  any
Lending  Installation of such Lender or any corporation  controlling such Lender
is  increased  as a result of a Change,  then,  within 15 days of demand by such
Lender, the Borrowers shall,  jointly and severally,  pay such Lender the amount
necessary to  compensate  for any shortfall in the rate of return on the portion
of such increased  capital which such Lender  determines is attributable to this
Agreement,  its Loans or its  Commitment to make Loans  hereunder  (after taking
into account such Lender's policies as to capital adequacy);  PROVIDED,  that if
any Lender fails to notify the Borrowers within 180 days after it obtains actual
knowledge of any event giving rise to the payment of  additional  amounts  under
this  SECTION  3.2,  then such  Lender  shall only be  entitled  to payment  for
additional  amounts  incurred from and after the date which is 180 days prior to
the date that such Lender gives such notice. "CHANGE" means (a) any change after
the  Initial  Closing  Date  in the  Risk-Based  Capital  Guidelines  or (b) any
adoption of or change in any other law, governmental or quasi-governmental rule,
regulation,  policy,  guideline,  interpretation,  or directive  (whether or not
having  the force of law) after the date of this  Agreement  which  affects  the
amount of capital  required or expected  to be  maintained  by any Lender or any
Lending  Installation  or any corporation  controlling  any Lender.  "RISK-BASED
CAPITAL GUIDELINES" means (x) the risk-based capital guidelines in effect in the
United States on the date of this Agreement, including transition rules, and (y)
the  corresponding  capital  regulations  promulgated by regulatory  authorities
outside  the  United  States  implementing  the July  1988  report  of the Basle
Committee   on   Banking   Regulation   and   Supervisory   Practices   Entitled
"International  Convergence  of Capital  Measurements  and  Capital  Standards,"
including transition rules, and any amendments to such regulations adopted prior
to the date of this Agreement.

     3.3.  AVAILABILITY  OF TYPES OF  ADVANCES.  If any Lender  determines  that
maintenance of its Eurodollar  Loans at a suitable  Lending  Installation  would
violate any  applicable  law,  rule,  regulation,  or directive,  whether or not
having the force of law, or if the Required Lenders  determine that (a) deposits
of a type and maturity  appropriate  to match fund  Eurodollar  Advances are not
available  or (b) the  interest  rate  applicable  to a Type of Advance does not
accurately  reflect the cost of making or  maintaining  such  Advance,  then the
Agent shall suspend the availability of the affected Type of Advance and require
any affected  Eurodollar  Advances to be repaid or  converted  to Floating  Rate
Advances, subject to the payment of any funding indemnification amounts required
by SECTION 3.4.

     3.4. FUNDING INDEMNIFICATION. If any payment of a Eurodollar Advance occurs
on a date which is not the last day of the applicable  Interest Period,  whether
because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not
made on the date  specified  by Group for any reason  other than  default by the
Lenders,  Group will  indemnify  each Lender for any loss or cost incurred by it
resulting  therefrom,  including,  without  limitation,  any  loss  or  cost  in
liquidating or employing  deposits  acquired to fund or maintain such Eurodollar
Advance.

     3.5. TAXES.

          (a) All  payments by the  Borrower to or for the account of any Lender
     or the Agent  hereunder  or under any Note  shall be made free and clear of
     and without  deduction for any and all Taxes.  If either  Borrower shall be
     required  by law to deduct any Taxes from or in respect of any sum  payable
     hereunder  to any  Lender  or the  Agent,  (i) the  sum  payable  shall  be
     increased  as  necessary  so that  after  making  all  required  deductions
     (including  deductions  applicable  to  additional  sums payable under this
     SECTION  3.5) such  Lender or the  Agent (as the case may be)  receives  an
     amount equal to the sum it would have received had no such  deductions been
     made,  (ii) such Borrower shall make such  deductions,  (iii) such Borrower
     shall pay the full amount deducted to the relevant  authority in accordance
     with  applicable  law and (iv) such Borrower shall furnish to the Agent the
     original copy of a receipt  evidencing payment thereof within 30 days after
     such payment is made.

          (b) In addition,  each  Borrower  hereby  agrees to pay any present or
     future stamp or documentary  taxes and any other excise or property  taxes,
     charges or similar  levies which arise from any payment  made  hereunder or
     under any Note or from the  execution  or delivery  of, or  otherwise  with
     respect to, this Agreement or any Note ("OTHER TAXES").

          (c) Each Borrower hereby agrees to indemnify the Agent and each Lender
     for the full amount of Taxes or Other Taxes (including, without limitation,
     any Taxes or Other Taxes imposed on amounts payable under this SECTION 3.5)
     paid by the Agent or such Lender and any  liability  (including  penalties,
     interest and expenses) arising therefrom or with respect thereto.  Payments
     due under this indemnification shall be made within 30 days of the date the
     Agent or such Lender makes demand therefor pursuant to SECTION 3.6.

          (d) Each Lender that is not incorporated  under the laws of the United
     States of America or a state thereof (each a "NON-U.S. LENDER") agrees that
     it will, not less than ten Business Days after the date of this  Agreement,
     (i)  deliver  to each of Group and the Agent two duly  completed  copies of
     United States  Internal  Revenue  Service Form 1001 or 4224,  certifying in
     either case that such Lender is  entitled  to receive  payments  under this
     Agreement  without  deduction or  withholding  of any United States federal
     income  taxes,  and (ii)  deliver  to each of Group  and the Agent a United
     States  Internal  Revenue  Form W-8 or W-9, as the case may be, and certify
     that it is entitled to an exemption  from United States backup  withholding
     tax. Each Non-U.S.  Lender  further  undertakes to deliver to each of Group
     and the  Agent  (x)  renewals  or  additional  copies  of such form (or any
     successor  form) on or before  the date that such form  expires  or becomes
     obsolete,  and (y) after the occurrence of any event  requiring a change in
     the  most  recent  forms  so  delivered  by it,  such  additional  forms or
     amendments  thereto as may be  reasonably  requested by Group or the Agent.
     All forms or amendments  described in the preceding  sentence shall certify
     that such  Lender is  entitled  to receive  payments  under this  Agreement
     without deduction or withholding of any United States federal income taxes,
     unless an event (including  without limitation any change in treaty, law or
     regulation) has occurred prior to the date on which any such delivery would
     otherwise be required  which renders all such forms  inapplicable  or which
     would prevent such Lender from duly completing and delivering any such form
     or amendment with respect to it and such Lender advises Group and the Agent
     that it is not  capable of  receiving  payments  without any  deduction  or
     withholding of United States federal income tax.

          (e) For any  period  during  which a  Non-U.S.  Lender  has  failed to
     provide Group with an appropriate form pursuant to clause (d) above (unless
     such failure is due to a change in treaty, law or regulation, or any change
     in  the  interpretation  or  administration  thereof  by  any  governmental
     authority,  occurring subsequent to the date on which a form originally was
     required to be  provided),  such  Non-U.S.  Lender shall not be entitled to
     indemnification under this SECTION 3.5 with respect to Taxes imposed by the
     United States;  PROVIDED, that, should a Non-U.S. Lender which is otherwise
     exempt from or subject to a reduced rate of withholding  tax become subject
     to Taxes because of its failure to deliver a form required under clause (d)
     above,  the Borrowers  shall take such steps as such Non-U.S.  Lender shall
     reasonably request to assist such Non-U.S. Lender to recover such Taxes.

          (f) Any Lender that is entitled to an  exemption  from or reduction of
     withholding  tax with respect to payments  under this Agreement or any Note
     pursuant  to the  law of any  relevant  jurisdiction  or any  treaty  shall
     deliver  to  Group  (with  a copy  to the  Agent),  at the  time  or  times
     prescribed  by  applicable  law,  such  properly   completed  and  executed
     documentation  prescribed by applicable law as will permit such payments to
     be made without withholding or at a reduced rate.

     3.6. LENDER  STATEMENTS;  SURVIVAL OF INDEMNITY.  To the extent  reasonably
possible,  each Lender shall designate an alternate  Lending  Installation  with
respect to its Eurodollar Loans to reduce any liability of the Borrowers to such
Lender  under  SECTIONS  3.1,  3.2 and 3.5 or to  avoid  the  unavailability  of
Eurodollar  Advances  under SECTION 3.3, so long as such  designation is not, in
the judgment of such Lender,  disadvantageous to such Lender.  Each Lender shall
deliver a written  statement  of such Lender to Group (with a copy to the Agent)
as to the amount due, if any,  under  SECTION 3.1, 3.2, 3.4 or 3.5. Such written
statement shall set forth in reasonable  detail the calculations upon which such
Lender determined such amount and shall be final, conclusive and binding on each
Borrower in the  absence of manifest  error.  Determination  of amounts  payable
under such Sections in connection  with a Eurodollar Loan shall be calculated as
though each Lender funded its Eurodollar  Loan through the purchase of a deposit
of the type and  maturity  corresponding  to the deposit  used as a reference in
determining the Eurodollar Rate applicable to such Loan, whether in fact that is
the case or not. Unless otherwise  provided herein,  the amount specified in the
written  statement  of any Lender  shall be payable on demand  after  receipt by
Group of such written statement. The obligations of each Borrower under SECTIONS
3.1, 3.2, 3.4 and 3.5 shall survive  payment of the  Obligations and termination
of this Agreement.

     3.7.  SUBSTITUTION OF LENDER.  Upon the receipt by either Borrower from any
Lender (an "AFFECTED LENDER") of a claim for compensation under SECTION 3.1, 3.2
or 3.5 or a notice in accordance  with SECTION 3.3 regarding the  unavailability
of a Type of Advance,  such Borrower may: (a) request the Affected Lender to use
commercially  reasonable  efforts to obtain a  replacement  bank or other entity
satisfactory to such Borrower to acquire and assume all or a ratable part of all
of such Affected  Lender's  Loans and  Commitment at the face amount  thereof (a
"REPLACEMENT  LENDER");  (b) request one or more of the other Lenders to acquire
and assume all or part of such Affected  Lender's  Loans and  Commitment  (which
request each such other Lender may decline or agree to in its sole  discretion);
or (c) designate a Replacement  Lender.  Any such  designation  of a Replacement
Lender under clause (a) or (c) shall be subject to the prior written  consent of
the Agent (which consent shall not  unreasonably  be withheld).  Any transfer of
Loans or Commitment  pursuant to this Section  shall be made in accordance  with
SECTION 12.3 and SECTION 3.4, if applicable.


                                   ARTICLE IV
                              CONDITIONS PRECEDENT

     4.1.  EFFECTIVENESS.  This  Agreement  shall not be  effective  unless  the
Borrowers have furnished to the Agent with sufficient copies for the Lenders:

          (a) GOOD STANDING  CERTIFICATES.  Copies of a certificate of existence
     (or its equivalent) for each of Group,  Holdings and UWLIC,  each certified
     by  the   appropriate   governmental   officer  in  its   jurisdiction   of
     incorporation.

          (b)  RESOLUTIONS.  Copies,  certified  by the  Secretary  or Assistant
     Secretary of each of Group,  Holdings and UWLIC of its Board of  Directors'
     resolutions.

          (c) SECRETARY'S  CERTIFICATE.  An incumbency certificate,  executed by
     the  Secretary  or Assistant  Secretary  of each  Borrower and of Holdings,
     which  shall  identify  by name and  title and bear the  signatures  of the
     Authorized  Officers  and any other  officers of such  Borrower or Holdings
     authorized  to sign the Loan  Documents to which such Borrower or Holdings,
     as  applicable,  is a party  and,  in  respect  of the  Borrowers,  to make
     borrowings  hereunder,  upon which  certificates of the Borrowers the Agent
     and the Lenders  shall be entitled to rely until  informed of any change in
     writing by such Borrower.

          (d)  OFFICER'S  CERTIFICATE.  A  certificate,  dated  the date of this
     Agreement,  signed by an Authorized  Officer of each Borrower,  in form and
     substance  satisfactory  to the Agent, to the effect that: (i) on such date
     (both before and after giving effect to the making of the Loans  hereunder,
     the  execution  and delivery of the Guaranty  and the  consummation  of the
     other  transactions  contemplated  hereby and by the other  Loan  Documents
     (collectively, the "CLOSING TRANSACTIONS")) no Default or Unmatured Default
     has occurred and is continuing; (ii) no injunction or temporary restraining
     order which would prohibit the making of the Loans or the  consummation  of
     any of the Closing Transactions, or other litigation which could reasonably
     be expected to have a Material  Adverse Effect,  is pending or, to the best
     of  such  Person's  knowledge,  threatened;  (iii)  all  orders,  consents,
     approvals,   licenses,   authorizations  or  validations  of,  or  filings,
     recordings or  registrations  with, or exemptions by, any  governmental  or
     public body or authority,  or any subdivision thereof,  required to make or
     consummate  the  Closing  Transactions  have  been  or,  prior  to the time
     required,  will have been, obtained,  given, filed or taken and are or will
     be in full force and effect (or the Borrowers or Holdings,  as  applicable,
     have obtained effective relief with respect to the application thereof) and
     all   applicable   waiting   periods  have   expired;   (iv)  each  of  the
     representations  and warranties set forth in ARTICLE V of this Agreement is
     true and  correct on and as of such  date;  (v) the  Distribution  has been
     consummated  substantially  in accordance with the description  thereof set
     forth in the  Information  Statement;  and (vi) since December 31, 1997, no
     event or change  has  occurred  that has  caused or  evidences  a  Material
     Adverse Effect.

          (e) LEGAL OPINION.  A written  opinion of Quarles & Brady,  counsel to
     the Borrowers and the Guarantor,  addressed to the Agent and the Lenders in
     form and substance acceptable to the Agent and its counsel.

          (f) NOTES. Any Notes requested by a Lender pursuant to SECTION 2.11 or
     2.16 payable to the order of each such requesting Lender.

          (g) LETTERS OF DIRECTION.  Written money  transfer  instructions  with
     respect to the Loans in form and substance  acceptable to the Agent and its
     counsel  addressed  to the  Agent  and  signed  by an  Authorized  Officer,
     together with such other related money transfer authorizations as the Agent
     may have reasonably requested.

          (h) LOAN DOCUMENTS. Executed originals of the Agreement, together with
     all schedules, exhibits, certificates, instruments, opinions, documents and
     financial statements required to be delivered pursuant hereto and thereto.

          (i) SOLVENCY  CERTIFICATE.  A written  solvency  certificate  from the
     chief financial  officer of each Borrower in form and content  satisfactory
     to the Agent, dated the date of this Agreement,  with respect to the value,
     solvency and other factual  information of, or relating to, as the case may
     be, such Borrower and its  Subsidiaries,  taken as a whole, both before and
     after giving effect to the Closing Transactions.

          (j) REGULATORY MATTERS.  Receipt of any required regulatory  approvals
     from any Governmental Authority with respect to the Closing Transactions.

          (k) OTHER.  Such  other  documents  as the Agent,  any Lender or their
     counsel may have reasonably requested.

     4.2. EACH ADVANCE AND SWING LINE LOAN. The Lenders shall not be required to
make any Advance (other than an Advance that, after giving effect thereto and to
the application of the proceeds thereof,  does not increase the aggregate amount
of outstanding Advances) and the Swing Line Lender shall not be required to make
any Swing Line Loan, unless on the applicable Borrowing Date:

          (a) There exists no Default or Unmatured Default.

          (b) The representations and warranties contained in ARTICLE V are true
     and correct in all material  respects as of such  Borrowing  Date except to
     the extent any such  representation  or warranty is stated to relate solely
     to an earlier date,  in which case such  representation  or warranty  shall
     have been true and correct on and as of such earlier date.

          (c) All legal matters  incident to the making of such Advance or Swing
     Line Loan shall be satisfactory to the Lenders and their counsel.

     Each  Borrowing  Notice with  respect to each such Advance and each request
for a Swing Line Loan shall  constitute  a  representation  and  warranty by the
applicable Borrower that the conditions contained in SECTION 4.2(A) and (B) have
been satisfied.  Any Lender may require a duly completed compliance  certificate
in substantially the form of EXHIBIT A as a condition to making an Advance.


                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

     Each Borrower  represents and warrants to the Lenders that, both before and
after giving effect to the Closing Transactions:

     5.1.  EXISTENCE  AND  STANDING  . Each of Group  and each  Subsidiary  is a
corporation, partnership (in the case of Subsidiaries only) or limited liability
company duly and properly incorporated or organized, as the case may be, validly
existing  and (to the  extent  such  concept  applies  to such  entity)  in good
standing under the laws of its jurisdiction of incorporation or organization and
has all  requisite  authority  to conduct its business in each  jurisdiction  in
which its business is  conducted,  except where the failure to be so  qualified,
licensed  or  authorized  could not  reasonably  be  expected to have a Material
Adverse Effect.

     5.2. AUTHORIZATION AND VALIDITY. Each of Holdings,  UWLIC and Group has the
power and authority and legal right to execute and deliver the Loan Documents to
which it is a party and to perform its obligations thereunder. The execution and
delivery by  Holdings,  UWLIC and Group of the Loan  Documents  to which it is a
party  and  the  performance  of  its  obligations  thereunder  have  been  duly
authorized by proper corporate proceedings, and the Loan Documents to which each
such Person is a party constitute legal,  valid and binding  obligations of such
Person enforceable against such Person in accordance with their terms, except as
enforceability  may  be  limited  by  bankruptcy,  insolvency  or  similar  laws
affecting the enforcement of creditors' rights generally.

     5.3. NO CONFLICT;  GOVERNMENT  CONSENT . Neither the execution and delivery
by either Holdings, UWLIC or Group of the Loan Documents to which it is a party,
the consummation of the Closing  Transactions nor compliance with the provisions
of the Loan  Documents  will, or at the relevant time did,  violate (a) any law,
rule,  regulation  (including  Regulations T, U and X), order,  writ,  judgment,
injunction,  decree or award  binding on Group or any of its  Subsidiaries,  (b)
Group's or any of its  Subsidiaries'  articles or certificate of  incorporation,
partnership  agreement,  certificate of partnership,  articles or certificate of
organization,  by-laws, or operating or other management agreement,  as the case
may be, or (c) the provisions of any indenture, instrument or agreement to which
Group or any of its  Subsidiaries  is a party or is subject,  or by which it, or
its Property, is bound, or conflict with or constitute a default thereunder,  or
result in, or require,  the creation or  imposition of any Lien in, of or on the
Property of Group or any Subsidiary pursuant to the terms of any such indenture,
instrument  or  agreement,  except  for any  violation  of any such  law,  rule,
regulation,  order,  writ,  judgment,   injunction,  decree,  award,  indenture,
instrument or agreement that could not reasonably be expected to have a Material
Adverse Effect.  Except as set forth in SCHEDULE 5.3 hereto, no order,  consent,
adjudication,  approval,  license,  authorization,  or validation of, or filing,
recording or  registration  with, or exemption by, or other action in respect of
any  Governmental  Authority,  or any subdivision  thereof,  or any other Person
(including  without limitation the stockholders of any Person) is required to be
obtained  by Group or any  Subsidiary  in  connection  with  the  execution  and
delivery of the Loan Documents, the borrowings under this Agreement, the payment
and  performance  by either  Borrower  of the  Obligations,  the  execution  and
delivery  of  the  Guaranty  or  the  legality,   validity,  binding  effect  or
enforceability  of any of the Loan Documents or the  consummation  of any of the
Closing Transactions.

     5.4. FINANCIAL  STATEMENTS.  The Borrowers have heretofore furnished to the
Agent and each of the Lenders (a) the  December  31, 1997  audited  consolidated
financial   statements  of  Group  and  its  Subsidiaries,   (b)  the  unaudited
consolidated financial statements of Group and its Subsidiaries through June 30,
1998,  (c) the  December  31, 1997 audited  Annual  Statement  of each  Material
Insurance  Subsidiary  and (d) the June 30,  1998  Quarterly  Statement  of each
Material Insurance Subsidiary (collectively,  the "FINANCIAL STATEMENTS").  Each
of the Financial  Statements was prepared in accordance with generally  accepted
accounting principles or statutory accounting practices, as applicable,  and (in
the case of the  Financial  Statements  prepared in  accordance  with  generally
accepted  accounting  principles)  fairly  presents the  consolidated  financial
condition  and  operations of Group and its  Subsidiaries  at such dates and the
consolidated  results of their operations for the respective  periods then ended
(except,  in the case of such unaudited  statements,  for normal  year-end audit
adjustments).

     5.5.  MATERIAL  ADVERSE  CHANGE . Since December 31, 1997 there has been no
change in the business, Property, prospects,  performance,  condition (financial
or otherwise) or operations of Group and its Subsidiaries which could reasonably
be expected to have a Material Adverse Effect.

     5.6.  TAXES.  Each of Group  and each of its  Subsidiaries  have  filed all
United  States  federal tax returns and all other tax returns which are required
to be filed and have paid all taxes due  pursuant to said returns or pursuant to
any assessment  received by Group or any such Subsidiary,  except such taxes, if
any, as are being contested in good faith and as to which adequate reserves have
been  provided in accordance  with  Agreement  Accounting  Principles or SAP, as
applicable, and as to which no Lien exists. The United States income tax returns
of Group and its Subsidiaries  have been audited by the Internal Revenue Service
through the fiscal year ended  December 31,  1987.  No tax liens have been filed
and no claims are being  asserted  with respect to any such taxes.  The charges,
accruals and reserves on the books of Group and its  Subsidiaries  in respect of
any  taxes  or other  governmental  charges  are in  accordance  with  Agreement
Accounting Principles or SAP, as applicable.

     5.7.  LITIGATION  AND  CONTINGENT  OBLIGATIONS.  There  is  no  litigation,
arbitration,  governmental  investigation,  proceeding or inquiry pending or, to
the knowledge of any of their officers, threatened against or affecting Group or
any of its  Subsidiaries  which could  reasonably be expected to have a Material
Adverse  Effect or which  seeks to  prevent,  enjoin or delay the  making of any
Loans or the  consummation  of any other  Closing  Transaction.  Other  than any
liability  incident  to any  litigation,  arbitration  or  proceeding  could not
reasonably be expected to have a Material  Adverse Effect,  none of Group or any
of its Subsidiaries has any material contingent  obligations not provided for or
disclosed in the Financial Statements.

     5.8.   SUBSIDIARIES.   SCHEDULE  5.8  contains  an  accurate  list  of  all
Subsidiaries  of Group as of the date of this  Agreement,  setting  forth  their
respective  jurisdictions of organization and the percentage of their respective
capital stock or other ownership interests owned by Group or other Subsidiaries.
All of the issued and  outstanding  shares of capital  stock or other  ownership
interests  of such  Subsidiaries  have been (to the  extent  such  concepts  are
relevant with respect to such ownership  interests)  duly  authorized and issued
and are fully paid and non-assessable.

     5.9. ERISA. The Unfunded Liabilities of all Single Employer Plans do not in
the aggregate exceed $250,000.  Neither Group, UWLIC nor any other member of the
Controlled Group maintains,  or is obligated to contribute to, any Multiemployer
Plans.  Each  Plan  complies  in  all  material  respects  with  all  applicable
requirements  of law and  regulations,  no  Reportable  Event has occurred  with
respect to any Plan, neither Group, UWLIC nor any other member of the Controlled
Group has withdrawn from any Plan or initiated steps to do so, and no steps have
been taken to reorganize or terminate any Plan.

     5.10. ACCURACY OF INFORMATION. No information,  exhibit or report furnished
by Group or any of its  Subsidiaries to the Agent or to any Lender in connection
with the  negotiation of, or compliance  with, the Loan Documents  contained any
material  misstatement  of fact or omitted to state a material  fact or any fact
necessary to make the statements contained therein not misleading.

     5.11.   FEDERAL  RESERVE   REGULATIONS.   Neither  Group  nor  any  of  its
Subsidiaries is engaged, directly or indirectly,  principally,  or as one of its
important  activities,  in the  business  of  extending,  or  arranging  for the
extension of, credit for the purpose of purchasing or carrying  Margin Stock. No
part of the proceeds of any Loan will be used in a manner  which would  violate,
or result in a violation of, Regulation T, Regulation U or Regulation X. Neither
the  making  of any Loan  hereunder  nor the use of the  proceeds  thereof  will
violate or be inconsistent  with the provisions of Regulation T, Regulation U or
Regulation X. Following the application of the proceeds of the Loans,  less than
25% of the value (as determined by any reasonable method) of the assets of Group
and its  Subsidiaries  which are subject to any limitation on sale,  pledge,  or
other restriction hereunder taken as a whole have been, and will continue to be,
represented by Margin Stock.

     5.12.  MATERIAL AGREEMENTS . Neither Group nor any Subsidiary is a party to
any  agreement  or  instrument  or  subject to any  charter  or other  corporate
restriction  which  could  reasonably  be  expected  to have a Material  Adverse
Effect.  Neither  Group nor any  Subsidiary  is in default  in the  performance,
observance or  fulfillment  of any of the  obligations,  covenants or conditions
contained  in (a) any  agreement  to which it is a party,  which  default  could
reasonably be expected to have a Material Adverse Effect or (b) any agreement or
instrument evidencing or governing any Material Indebtedness.

     5.13.  COMPLIANCE WITH LAWS. Group and its Subsidiaries  have complied with
all applicable  statutes,  rules,  regulations,  orders and  restrictions of any
domestic or foreign  government or any  instrumentality or agency thereof having
jurisdiction over the conduct of their respective businesses or the ownership of
their  respective  Property  except for any  failure  to comply  with any of the
foregoing  which could not  reasonably  be  expected to have a Material  Adverse
Effect.

     5.14.  OWNERSHIP OF PROPERTIES . On the date of this  Agreement,  Group and
its Subsidiaries  have good title,  free of all Liens other than those permitted
by SECTION  6.15,  to all of the Property  and assets  reflected in Group's most
recent consolidated financial statements provided to the Agent as owned by Group
and its Subsidiaries.

     5.15. PLAN ASSETS;  PROHIBITED TRANSACTIONS . Neither Borrower is an entity
deemed to hold "plan assets" within the meaning of 29 C.F.R.  ss.  2510.3-101 of
an employee  benefit plan (as defined in Section 3(3) of ERISA) which is subject
to Title I of ERISA or any plan  (within  the  meaning  of  Section  4975 of the
Code),  and  neither the  execution  of this  Agreement  nor the making of Loans
hereunder gives rise to a prohibited  transaction  within the meaning of Section
406 of ERISA or Section 4975 of the Code.

     5.16.  ENVIRONMENTAL  MATTERS. In the ordinary course of its business,  the
officers  of the  Borrowers  consider  the effect of  Environmental  Laws on the
business of Group and its Subsidiaries, in the course of which they identify and
evaluate  potential  risks and  liabilities  accruing  to the  Borrowers  due to
Environmental  Laws.  On the  basis of this  consideration,  each  Borrower  has
concluded  that  Environmental  Laws  cannot  reasonably  be  expected  to has a
Material Adverse Effect.  Neither Group nor any of its Subsidiaries has received
any notice to the effect that its operations are not in material compliance with
any of the requirements of applicable  Environmental  Laws or are the subject of
any federal or state  investigation  evaluating  whether any remedial  action is
needed to respond to a release of any toxic or hazardous waste or substance into
the  environment,  which  non-compliance  or remedial action could reasonably be
expected to have a Material Adverse Effect.

     5.17.  INVESTMENT  COMPANY  ACT . Neither  Group nor any  Subsidiary  is an
"investment  company"  or a company  "controlled"  by an  "investment  company",
within the meaning of the Investment Company Act of 1940, as amended.

     5.18.  PUBLIC UTILITY HOLDING COMPANY ACT. Neither Group nor any Subsidiary
is a "holding company" or a "subsidiary  company" of a "holding company",  or an
"affiliate"  of a "holding  company" or of a "subsidiary  company" of a "holding
company",  within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

     5.19.  INSURANCE.  Group and its Subsidiaries  maintain  insurance on their
Property with such companies,  in such amounts and covering such risks as is, in
each case, consistent with sound business practice.

     5.20.   SOLVENCY.   Immediately  after  the  consummation  of  the  Closing
Transactions and immediately  following the making of each Loan, if any, made on
the date hereof and after giving  effect to the  application  of the proceeds of
such  Loans,  (a)  the  fair  value  of the  assets  of  each  Borrower  and its
Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts
and liabilities, subordinated, contingent or otherwise, of such Borrower and its
Subsidiaries on a consolidated basis; (b) the present fair saleable value of the
assets of each Borrower and its  Subsidiaries  on a  consolidated  basis will be
greater than the amount that will be required to pay the  probable  liability of
such Borrower and its  Subsidiaries  on a consolidated  basis on their debts and
other  liabilities,  subordinated,  contingent or  otherwise,  as such debts and
other  liabilities  become  absolute  and  matured;  (c) each  Borrower  and its
Subsidiaries  on a  consolidated  basis  will  be able to pay  their  debts  and
liabilities,   subordinated,   contingent  or  otherwise,   as  such  debts  and
liabilities  become  absolute  and  matured;  and  (d)  each  Borrower  and  its
Subsidiaries on a consolidated  basis will not have  unreasonably  small capital
with  which to  conduct  the  businesses  in  which  they  are  engaged  as such
businesses  are now  conducted  and are proposed to be conducted  after the date
hereof.

     5.21. YEAR 2000.  Each Borrower has made a full and complete  assessment of
the Year 2000 Issues and has a realistic and achievable  program for remediating
the Year 2000 Issues on a timely basis (the "YEAR 2000 PROGRAM").  Based on such
assessment  and on  the  Year  2000  Program  the  Borrowers  do not  reasonably
anticipate that Year 2000 Issues will have a Material Adverse Effect.

     5.22.  INSURANCE  LICENSES.  SCHEDULE 5.22 hereto lists the jurisdiction of
domicile of each Material Insurance  Subsidiary,  the line or lines of insurance
in which each Material Insurance  Subsidiary is engaged and the jurisdictions in
which each Material  Insurance  Subsidiary  holds a License and is authorized to
transact insurance business,  in each case as of the date of this Agreement.  No
License,  the loss of which  could  reasonably  be  expected  to have a Material
Adverse Effect, is the subject of a proceeding for suspension or revocation.  To
either Borrower's  knowledge,  there is no sustainable basis for such suspension
or revocation,  and no such  suspension or revocation has been threatened by any
Governmental  Authority.  To either Borrower's knowledge,  no Material Insurance
Subsidiary has received written notice from any  Governmental  Authority that it
is deemed to be "commercially  domiciled" for insurance  regulatory  purposes in
any jurisdiction other than that indicated on SCHEDULE 5.22.

     5.23.  REINSURANCE.  SCHEDULE  5.23 lists all ceded or assumed  reinsurance
agreements to which any Material Insurance Subsidiary is, as of the date of this
Agreement,  a party,  which are  currently  in force,  and under  which there is
liability  by  either  party  to  the  agreement  (collectively,  the  "EXISTING
REINSURANCE AGREEMENTS"). Each of the Existing Reinsurance Agreements is in full
force and effect,  is valid and binding in all material  respects in  accordance
with its terms,  and, as of the date hereof,  no Material  Insurance  Subsidiary
has, to either  Borrower's  knowledge,  received notice (other than  provisional
notices of  cancellation  received in the ordinary  course of business) that any
other party to an in-force  Existing  Reinsurance  Agreement  will cancel or not
renew such  agreement,  which  cancellation  or nonrenewal  could  reasonably be
expected to have a Material  Adverse Effect.  Neither Borrower has any knowledge
as of the date  hereof that any amount  recoverable  by any  Material  Insurance
Subsidiary  pursuant  to  any  Existing  Reinsurance   Agreement  is  not  fully
collectible  in due course.  To the  knowledge of either  Borrower,  no Material
Insurance  Subsidiary  is in default in any material  respect as to any Existing
Reinsurance  Agreement.  Except as disclosed  in SCHEDULE  5.23,  each  Material
Insurance  Subsidiary is entitled to take full credit in its statutory financial
statements  for ceded  reinsurance  under the  Existing  Reinsurance  Agreements
pursuant to applicable  insurance  laws.  Except as disclosed in SCHEDULE  5.23,
there is no claim under any Existing Reinsurance Agreement in excess of $100,000
which is disputed by any other party to such agreement.

     5.24.  RESERVES.  Except as set forth on SCHEDULE  5.24,  each  reserve and
other material liability amount in respect of the insurance business, including,
without  limitation,  material reserve and other material  liability  amounts in
respect of insurance policies of each Material Insurance Subsidiary, established
or reflected in the SAP  Financial  Statements  for the year ended  December 31,
1997 of such Material  Insurance  Subsidiary,  was determined in accordance with
generally accepted actuarial standards  consistently  applied, was fairly stated
in accordance  with sound  actuarial  principles and was in compliance  with the
requirements  of the  insurance  laws,  rules  and  regulations  of its state of
domicile as of the date thereof.  Each Material Insurance Subsidiary owns assets
that qualify as admitted assets under applicable law in an amount at least equal
to the sum of all such reserves and liability  amounts and its minimum Statutory
Capital and Surplus as required by the insurance laws,  rules and regulations of
its state of domicile.

     5.25.  UWLIC CAPITAL AND SURPLUS.  As of the date of this Agreement,  UWLIC
has a Statutory Capital and Surplus of at least $176,500,000.

     5.26.  DEFAULTS.  No Default  or  Unmatured  Default  has  occurred  and is
continuing.

     5.27.  CERTAIN FEES.  No broker's or finder's fee or commission  was, is or
will  be  payable  by  Group  or  any  Subsidiary  with  respect  to  any of the
transactions  contemplated  by this  Agreement or any other Closing  Transaction
other than the Distribution.  Each Borrower hereby agrees to indemnify the Agent
and the Lenders  against and agrees that it will hold each of them harmless from
any claim,  demand or  liability  for broker's or finder's  fees or  commissions
alleged to have been incurred by Group or any of its  Subsidiaries in connection
with any of the transactions contemplated by this Agreement or any other Closing
Transaction and any expenses (including, without limitation, attorneys' fees and
time charges of attorneys  for the Agent or any Lender,  which  attorneys may be
employees of the Agent or any Lender) arising in connection with any such claim,
demand or  liability.  No other  similar fee or  commissions  will be payable by
Group  or any  Subsidiary  for any  other  services  rendered  to  Group  or any
Subsidiary  ancillary to any of the transactions  contemplated by this Agreement
or any other Closing Transaction.

     5.28.  INDEBTEDNESS.  Attached  hereto as SCHEDULE  5.28 is a complete  and
correct list of all  Indebtedness of Group and its  Subsidiaries  outstanding on
the date of this Agreement  (other than  Indebtedness in a principal  amount not
exceeding  $50,000  for a  single  item  of  Indebtedness  and  $100,000  in the
aggregate for all such  Indebtedness  listed),  showing the aggregate  principal
amount which was  outstanding  on such date after  giving  effect to the Closing
Transactions.

     5.29.  EMPLOYEE  CONTROVERSIES.  There are no strikes,  work  stoppages  or
controversies pending or threatened between Group or any of its Subsidiaries and
any of its  employees,  other than employee  grievances  arising in the ordinary
course of business, which, in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.

     5.30.  DIVIDENDS.  No  Insurance  Subsidiary  is subject to any  regulatory
prohibition  regarding  the  declaration  or  payment of  dividends  that is not
generally  applicable to all insurance companies which are domiciled in the same
jurisdiction  and are  engaged in the same line of  business  as such  Insurance
Subsidiary.


                                   ARTICLE VI
                                   COVENANTS

     During  the term of this  Agreement,  unless  the  Required  Lenders  shall
otherwise consent in writing:

     6.1.  FINANCIAL  REPORTING.  Group  will  maintain,  for  itself  and  each
Subsidiary,  a system of accounting  established and  administered in accordance
with generally accepted accounting principles, consistently applied, and furnish
to the Lenders:

          (a) As soon as practicable  and in any event within 120 days after the
     close  of  each  of  its  Fiscal   Years,   an   unqualified   (except  for
     qualifications  relating to changes in  accounting  principles or practices
     reflecting changes in generally accepted accounting principles and required
     or approved by the Borrowers'  independent  certified  public  accountants)
     audit  report  certified  by  independent   certified  public   accountants
     acceptable to the Lenders, prepared in accordance with Agreement Accounting
     Principles  on  a  consolidated  and  consolidating  basis   (consolidating
     statements  need not be certified by such  accountants)  for itself and its
     Subsidiaries,  including  balance  sheets as of the end of such  period and
     related statements of income, retained earnings and cash flows, accompanied
     by  (i)  any  management  letter  prepared  by  said  accountants,  (ii)  a
     certificate of said  accountants  that, in the course of their  examination
     necessary for their  certification of the foregoing,  they have obtained no
     knowledge  of any Default or  Unmatured  Default,  or if, in the opinion of
     such accountants, any Default or Unmatured Default shall exist, stating the
     nature  and  status  thereof,  and  (iii) a letter  from  said  accountants
     addressed  to the Lenders  acknowledging  that the  Lenders  are  extending
     credit in primary  reliance on such financial  statements  and  authorizing
     such reliance.

          (b) As soon as  practicable  and in any event within 60 days after the
     close of the first three Fiscal  Quarters of each of its Fiscal Years,  for
     itself  and its  Subsidiaries,  consolidated  and  consolidating  unaudited
     balance  sheets as at the close of each such  period and  consolidated  and
     consolidating  statements of income,  retained  earnings and cash flows for
     the  period  from  the  beginning  of such  fiscal  year to the end of such
     quarter, all certified by its chief financial officer.

          (c) (i) Upon the  earlier of (A)  fifteen  days  after the  regulatory
     filing  date or (B) 75 days  after  the close of each  Fiscal  Year of each
     Material Insurance Subsidiary,  copies of the unaudited Annual Statement of
     such  Material  Insurance  Subsidiary,  certified  by the  chief  financial
     officer of such Material  Insurance  Subsidiary,  all such statements to be
     prepared in accordance with SAP consistently applied throughout the periods
     reflected  therein  and (ii) no later  than each June 15,  copies of annual
     financial  statements of such Material  Insurance  Subsidiary,  prepared in
     accordance with SAP, audited and certified by independent  certified public
     accountants of recognized annual standing.

          (d) Upon the earlier of (i) ten (10) days after the regulatory  filing
     date or (ii) 60 days  after  the close of each of the  first  three  Fiscal
     Quarters of each Fiscal Year of each Material Insurance Subsidiary,  copies
     of the Quarterly Statement of each of the Material Insurance  Subsidiaries,
     certified  by the  chief  financial  officer  of  such  Material  Insurance
     Subsidiary,  all such  statements  to be  prepared in  accordance  with SAP
     consistently applied through the period reflected herein.

          (e)  Promptly  and in any event  within  ten days  after (i)  learning
     thereof,  notification  of any changes  after the date hereof in the rating
     given by A.M.  Best & Co. in respect of any Insurance  Subsidiary  and (ii)
     receipt thereof, copies of any ratings analysis by A.M. Best & Co. relating
     to any Insurance Subsidiary.

          (f) Copies of any actuarial  certificates prepared with respect to any
     Material Insurance Subsidiary, promptly after the receipt thereof.

          (g) As soon as  available,  but in any event  within 90 days after the
     beginning  of each  Fiscal Year of Group,  a copy of the plan and  forecast
     (including a projected consolidated and consolidating balance sheet, income
     statement and funds flow statement) of Group and its  Subsidiaries for such
     Fiscal Year.

          (h) Together with the financial statements required by clauses (a) and
     (b) above, a compliance  certificate in substantially the form of EXHIBIT A
     signed by its chief financial officer showing the calculations necessary to
     determine  compliance  with this  Agreement  and stating that no Default or
     Unmatured  Default exists,  or if any Default or Unmatured  Default exists,
     stating the nature and status thereof.

          (i) Within 270 days after the close of each Fiscal  Year,  a statement
     of the Unfunded Liabilities of each Single Employer Plan, if any, certified
     as correct by an actuary enrolled under ERISA.

          (j) As soon as  possible  and in any event  within 10 days after Group
     knows that any  Reportable  Event has occurred  with respect to any Plan, a
     statement,  signed by the chief financial officer of Group, describing said
     Reportable  Event and the action proposed to be taken with respect thereto,
     and as soon as  possible  and in any  event  within  ten  (10)  days  after
     learning  thereof,  notification of any Lien imposed by the PBGC or the IRS
     on the assets of any member of the Controlled  Group in respect of any Plan
     maintained by any such member (or any other employee  pension  benefit plan
     as to which any such member may be liable)  which,  together  with all such
     Liens,  relates to  liabilities  in excess of ten  percent of the net worth
     (determined  according  to generally  accepted  accounting  principles  and
     without  reduction for any reserve for such  liabilities)  of Group and its
     Subsidiaries.

          (k) As soon as possible and in any event within 10 days after  receipt
     by Group or any of its  Subsidiaries,  a copy of (i) any notice or claim to
     the effect that Group or any of its Subsidiaries is or may be liable to any
     Person as a result of the release by Group,  any of its Subsidiaries or any
     other  Person  of any  toxic  or  hazardous  waste  or  substance  into the
     environment,  and (ii) any notice  alleging  any  violation of any federal,
     state or local  environmental,  health or safety law or regulation by Group
     or any of its Subsidiaries which could, in the case of either clause (i) or
     (ii), reasonably be expected to have a Material Adverse Effect.

          (l) Promptly upon the furnishing  thereof to the shareholders of Group
     copies  of all  financial  statements,  reports  and  proxy  statements  so
     furnished.

          (m)  Promptly  upon the  filing  thereof,  copies of all  registration
     statements and annual,  quarterly,  monthly or other regular  reports which
     Group or any of its  Subsidiaries  files with the  Securities  and Exchange
     Commission,  the National Association of Securities Dealers, any securities
     exchange,  the NAIC or any insurance  commission or department or analogous
     Governmental  Authority  (including without limitation,  any filing made by
     Group or any Subsidiary  pursuant to any insurance  holding  company act or
     related  rules or  regulations),  but  excluding  routine  or  non-material
     filings  with  the  NAIC,  any  insurance  commissioner  or  department  or
     analogous Governmental Authority.

          (n)  Promptly  and in any event  within ten (10) days  after  learning
     thereof, notification of (i) any tax assessment, demand, notice of proposed
     deficiency  or  notice  of  deficiency  received  by  Group  or  any  other
     Consolidated  Person or (ii) the filing of any tax Lien or  commencement of
     any judicial proceeding by or against any such Consolidated  Person, if any
     such assessment,  demand,  notice, Lien or judicial proceeding (or all such
     assessments,  demands,  notices,  Liens and  judicial  proceedings,  in the
     aggregate) relates to tax liabilities in excess of ten percent (10%) of the
     net worth (determined  according to generally accepted accounting standards
     and without  reduction for any reserve for such  liabilities)  of Group and
     its Subsidiaries taken as a whole.

          (o) Such other information (including,  without limitation, the annual
     Best's  Advance  Report  Service  report  prepared  with  respect  to  each
     Insurance  Subsidiary  rated by A.M. Best & Co.) as the Agent or any Lender
     may from time to time reasonably request.

     6.2. USE OF PROCEEDS . Each Borrower will,  and will cause each  Subsidiary
to,  use the  proceeds  of the Loan to lend  funds to Group to meet the  general
corporate needs of Group and its  Subsidiaries and to repay  outstanding  Loans.
Neither  Borrower  will,  nor will it permit any  Subsidiary  to, use any of the
proceeds of the Loans to  purchase  or carry any  "margin  stock" (as defined in
Regulation  U) or to  finance  the  Purchase  of any  Person  which has not been
approved and  recommended  by the Board of Directors (or  functional  equivalent
thereof) of such Person.

     6.3. NOTICE OF DEFAULT.  Each Borrower will, and will cause each Subsidiary
to, give prompt  notice in writing to the Lenders of (a) the  occurrence  of any
Default or  Unmatured  Default,  (b) the  occurrence  of any other  development,
financial or otherwise (including, without limitation, developments with respect
to Year 2000 Issues),  relating specifically to Group or any of its Subsidiaries
(and not of a general  economic or political  nature) which could  reasonably be
expected to have a Material  Adverse Effect,  (c) the receipt of any notice from
any  Governmental  Authority of the expiration  without  renewal,  revocation or
suspension of, or the institution of any  proceedings to revoke or suspend,  any
License now or hereafter held by any Insurance  Subsidiary  which is required to
conduct   insurance   business  in  compliance  with  all  applicable  laws  and
regulations  and  the  expiration,  revocation  or  suspension  of  which  could
reasonably be expected to have a Material Adverse Effect, (d) the receipt of any
notice from any  Governmental  Authority of the institution of any  disciplinary
proceedings against or in respect of any Insurance  Subsidiary,  or the issuance
of any order, the taking of any action or any request for an extraordinary audit
for cause by any Governmental  Authority which, if adversely  determined,  could
reasonably be expected to have a Material  Adverse  Effect,  (e) any judicial or
administrative  order  limiting or  controlling  the  insurance  business of any
Insurance  Subsidiary (and not the insurance industry  generally) which has been
issued or adopted and which has had, or could  reasonably be expected to have, a
Material  Adverse Effect,  or (f) the commencement of any litigation which could
reasonably be expected to create a Material Adverse Effect.

     6.4.  CONDUCT  OF  BUSINESS.  Each  Borrower  will,  and  will  cause  each
Subsidiary to, (a) carry on and conduct its business only in  substantially  the
same  manner  and in  substantially  the  same  fields  of  enterprise  as it is
presently conducted, (b) with respect to each Insurance Subsidiary,  only engage
in the life, accident and health insurance business, (c) do all things necessary
to remain  duly  incorporated,  validly  existing  and in good  standing  in its
jurisdiction of incorporation  and its jurisdiction of domicile and maintain all
requisite  authority to conduct its business in each other jurisdiction in which
its business is conducted,  and (d) do all things necessary to renew, extend and
continue in effect all  Licenses  which may at any time and from time to time be
necessary  for any Insurance  Subsidiary  to operate its  insurance  business in
compliance  with  all  applicable  laws  and  regulations;  PROVIDED,  that  any
Insurance  Subsidiary may withdraw from one or more states (other than its state
of domicile) as an admitted  insurer if such  withdrawal  is  determined by such
Insurance  Subsidiary's  Board of Directors  to be in the best  interest of such
Insurance  Subsidiary  and could not  reasonably  be expected to have a Material
Adverse  Effect.  No Material  Insurance  Subsidiary  shall  change its state of
domicile or  incorporation  without the prior  written  consent of the  Required
Lenders,  which shall not unreasonably be withheld or delayed. Each Wholly-Owned
Subsidiary in existence as of the date of this Agreement  shall continue to be a
Wholly-Owned  Subsidiary;  PROVIDED,  that  all  of  the  capital  stock  of any
Subsidiary  (other  than  UWLIC) may be sold in  compliance  with  SECTION  6.13
hereof.

     6.5.  TAXES.  Each Borrower will, and will cause each Subsidiary to, timely
file complete and correct United States federal and  applicable  foreign,  state
and local tax returns  required  by law and pay when due all taxes,  assessments
and governmental charges and levies upon it or its income,  profits or Property,
except those which are being contested in good faith by appropriate  proceedings
and with respect to which  adequate  reserves  have been set aside in accordance
with Agreement Accounting Principles.

     6.6.  INSURANCE.  Each Borrower  will,  and will cause each  Subsidiary to,
maintain with financially sound and reputable  insurance  companies insurance on
all their Property in such amounts and covering such risks as is consistent with
sound  business  practice,  and each  Borrower  will furnish to the Agent or any
Lender upon request full information as to the insurance carried.

     6.7.  COMPLIANCE  WITH  LAWS.  Each  Borrower  will,  and will  cause  each
Subsidiary  to,  comply  with  all  laws,  rules,  regulations,  orders,  writs,
judgments,  injunctions, decrees or awards to which it may be subject including,
without  limitation,  all  Environmental  Laws, the failure to comply with which
could reasonably be expected to have a Material Adverse Effect.

     6.8.  MAINTENANCE  OF  PROPERTIES.  Each Borrower will, and will cause each
Subsidiary to, do all things necessary to maintain,  preserve,  protect and keep
its Property in good repair, working order and condition, and make all necessary
and proper repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times.

     6.9.  INSPECTION.  Each Borrower will,  and will cause each  Subsidiary to,
permit  the Agent  and the  Lenders,  by their  respective  representatives  and
agents, to inspect any of the Property, books and financial records of Group and
its Subsidiaries,  to examine and make copies of the books of accounts and other
financial  records of Group and its  Subsidiaries,  and to discuss the  affairs,
finances and accounts of Group and its  Subsidiaries  with, and to be advised as
to the same by, their respective officers at such reasonable times and intervals
as the Agent or any Lender may designate;  PROVIDED, that so long as no Event of
Default has occurred and is continuing,  the Agent and the Lenders shall provide
advance  notice of any  inspection  or  examination.  Each Borrower will keep or
cause  to be  kept,  and  cause  each  Subsidiary  to keep or  cause to be kept,
appropriate  records  and books of account in which  complete  entries are to be
made reflecting its and their business and financial transactions,  such entries
to be made  in  accordance  with  Agreement  Accounting  Principles  or SAP,  as
applicable, consistently applied.

     6.10.  DIVIDENDS.  Neither Borrower will, nor will it permit any Subsidiary
to, declare or pay any dividends or make any  distributions on its capital stock
(other than dividends payable in its own capital stock) or redeem, repurchase or
otherwise  acquire or retire any of its capital  stock at any time  outstanding,
except  (a)  that  any   Subsidiary  may  declare  and  pay  dividends  or  make
distributions  to a  Wholly-Owned  Subsidiary,  and (b) beginning  with its 1999
Fiscal Year,  Group may declare and pay dividends in an aggregate  amount not to
exceed,  in any  Fiscal  Year,  the  lesser  of  $2,000,000  and 25% of  Group's
Consolidated Net Income for the prior Fiscal Year, so long as (i) at the time of
any  such  declaration  or  payment  the  Aggregate   Commitment  is  less  than
$50,000,000  and (ii) no  Default  or  Unmatured  Default  has  occurred  and is
continuing or would occur after giving effect thereto (determined, in respect of
the covenants set forth in SECTION 6.19, on a pro forma basis as of the last day
of the most recent Fiscal Quarter for which financial statements are available).

     6.11.  INDEBTEDNESS.   Neither  Borrower  will,  nor  will  it  permit  any
Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

          (a) the Loans;

          (b) Indebtedness existing on the Initial Closing Date and described in
     SCHEDULE  5.28 and  refinancings  thereof or  amendments  or  modifications
     thereto  which do not have the effect of increasing  the  principal  amount
     thereof or  changing  the  amortization  thereof  (other than to extend the
     same) and which are otherwise on terms and  conditions no less favorable to
     either Borrower, any Subsidiary,  the Agent or any Lender than the terms of
     the Indebtedness being refinanced, amended or modified;

          (c) Indebtedness  arising under Rate Hedging Agreements related to the
     Loans;

          (d) Contingent Obligations permitted pursuant to SECTION 6.18(A), (B),
     (C) or (D);

          (e) Indebtedness  owing by Group to any Wholly-Owned  Subsidiary or by
     any Wholly-Owned Subsidiary to Group or any other Wholly-Owned  Subsidiary,
     to the extent such Indebtedness  constitutes an Investment  permitted under
     SECTION 6.14;

          (f) a  Capitalized  Lease  by  Group  or any  Subsidiary  of  computer
     equipment in an aggregate  principal amount not to exceed $4,000,000 at any
     one time outstanding; and

          (g) additional  Indebtedness with an aggregate  principal  outstanding
     not in excess of $10,000,000, of which not more than $5,000,000 may consist
     of obligations for borrowed money.

     6.12. MERGER.  Neither Borrower will, nor will it permit any Subsidiary to,
merge or consolidate with or into any other Person, except that (a) a Subsidiary
may merge into  Holdings or a  Wholly-Owned  Subsidiary,  (b) Holdings may merge
into Group and (c) Group may merge or consolidate with another Person so long as
(i) the surviving or successor  corporation  is organized  under the laws of any
state of the United  States and assumes the  Obligations  by written  instrument
acceptable in form and  substance to the Agent and each Lender,  (ii) no Default
or Unmatured  Default has occurred and is continuing or would occur after giving
effect  thereto  (determined  with respect to the covenants set forth in SECTION
6.19 on a pro forma basis as of the last day of the most recent  Fiscal  Quarter
for which  financial  statements are  available)  and the Borrowers  deliver pro
forma financial  statements,  reasonably  satisfactory to Agent and Lenders, for
the next four Fiscal Quarters  demonstrating  such compliance,  and (iii) unless
Group is the  surviving  corporation,  each  Lender has given its prior  written
consent to such transaction, which consent shall not unreasonably be withheld.

     6.13.  SALE OF  ASSETS.  Neither  Borrower  will,  nor will it  permit  any
Subsidiary  to,  lease,  sell or otherwise  dispose of its Property to any other
Person, except:

          (a)  sales of  Investments  in the  ordinary  course  of  business  by
     Insurance Subsidiaries;

          (b) leases,  sales or other  dispositions by Group to any Wholly-Owned
     Subsidiary or by any Subsidiary to Group or any Wholly-Owned  Subsidiary to
     the extent permitted under SECTION 6.14;

          (c) sales and other dispositions of obsolete equipment in the ordinary
     course of business to the extent the  proceeds  thereof are used to replace
     such disposed equipment; and

          (d) leases, sales or other dispositions of its Property that, together
     with all other Property of Holdings and its Subsidiaries previously leased,
     sold or disposed of (other than  Investments sold in the ordinary course of
     business by Insurance  Subsidiaries)  as permitted by this SECTION  6.13(D)
     since the Initial Closing Date, do not constitute a Substantial  Portion of
     the Property of Group and its Subsidiaries.

     6.14. INVESTMENTS AND ACQUISITIONS . (a) Group will not, nor will it permit
any Subsidiary which is not an Insurance  Subsidiary to, make or suffer to exist
any Investments (including, without limitation, loans and advances to, and other
Investments  in,  Subsidiaries),  or  commitments  therefor,  or to  create  any
Subsidiary or to become or remain a partner in any partnership or joint venture,
or to make any Acquisition of any Person, except:

               (i) Cash and Cash Equivalent Investments;

               (ii)  Investments  in  existence  on  the  Initial  Closing  Date
          (including  Investments  in  Subsidiaries)  and,  to the  extent  they
          consist of loans,  refinancings thereof or amendments or modifications
          thereof  which do not have the  effect  of  increasing  the  principal
          amount  thereof or changing the  amortization  thereof  (other than to
          extend the same) and which are  otherwise on terms and  conditions  no
          less favorable to either  Borrower,  any Subsidiary,  the Agent or any
          Lender than the terms of the Investment being  refinanced,  amended or
          modified;

               (iii) Other  Investments in  Subsidiaries  in existence as of the
          Initial  Closing Date so long as no Default or  Unmatured  Default has
          occurred  and is  continuing  either  before  or after  giving  effect
          thereto (determined,  in respect of the covenants set forth in SECTION
          6.19,  on a pro  forma  basis as of the  last  day of the most  recent
          Fiscal Quarter for which financial statements are available);

               (iv)  Acquisitions of businesses or entities engaged in the life,
          accident and health insurance  business (other than assets or stock of
          any member of the UWS Group) which do not constitute hostile takeovers
          (and Investments in Subsidiaries  formed to Acquire such businesses or
          Acquired after the date of this Agreement) made (A) for  consideration
          consisting of Group's  capital stock not to exceed  $75,000,000 in the
          aggregate after the Initial Closing Date (measured by reference to the
          market value of such stock as of the consummation of such Acquisition)
          or (B) for other types of consideration  not to exceed (x) $25,000,000
          in the aggregate  after the Initial Closing Date (including the amount
          of  any  consideration  other  than  Group's  capital  stock  paid  in
          connection  with  Acquisitions  made pursuant to clause (A)), less (y)
          the aggregate  consideration  paid in respect of any Acquisitions made
          pursuant to SECTION 6.14(B)(VI); and

               (v) Up to $5,000,000 in the aggregate at any time  outstanding of
          other  Investments  (other than  Investments  in any member of the UWS
          Group) which do not constitute Acquisitions.

          (b) Group will not permit any  Insurance  Subsidiary to make or suffer
     to exist any Investments (including, without limitation, loans and advances
     to and other Investments in, Subsidiaries),  or commitments therefor, or to
     create any  Subsidiary or to become or remain a partner in any  partnership
     or joint venture, or to make any Acquisition of any Person, except:

               (i) Cash and Cash Equivalent Investments;

               (ii)  Investments in debt securities rated BBB- or better by S&P,
          Baa-3 or better by Moody's or NAIC-2 or better by the NAIC;  PROVIDED,
          that any such  Investment  which,  at any time after which it is made,
          ceases  to  meet  such  rating  requirements  (A)  shall  cease  to be
          permitted hereby if then permitted by SECTION  6.14(B)(III) and (B) if
          not then  permitted by SECTION  6.14(B)(III)  shall  remain  permitted
          hereby  until the earlier of the time it is  permitted  under  SECTION
          6.14(B)(III)  and the date  which is 30 days  after  the date on which
          such rating requirement is no longer met;

               (iii) Other Investments of a quality  acceptable to the insurance
          commissioner  in the  respective  domiciliary  state of such Insurance
          Subsidiary  not  otherwise   permitted  under  this  SECTION  6.14(B);
          PROVIDED,  that such Investments of (A) each such Insurance Subsidiary
          that  is a  Material  Insurance  Subsidiary  do  not  exceed,  in  the
          aggregate at any one time  outstanding,  20% of the Statutory  Capital
          and Surplus of such  Material  Insurance  Subsidiary  or (B) all other
          Insurance   Subsidiaries   as  a  group,   if  such  other   Insurance
          Subsidiaries have an aggregate Statutory Capital and Surplus in excess
          of $5,000,000,  do not exceed 20% of such aggregate  Statutory Capital
          and  Surplus;  PROVIDED,  FURTHER,  that  such  Investments  shall not
          include Investments in any member of the UWS Group;

               (iv) Existing  Investments in Subsidiaries and other  Investments
          in  existence  on the  Initial  Closing  Date and,  to the extent they
          consist of loans,  refinancings thereof or amendments or modifications
          thereto  which do not have the  effect  of  increasing  the  principal
          amount  thereof or changing the  amortization  thereof  (other than to
          extend the same) and which are  otherwise or terms and  conditions  no
          less favorable to either  Borrower,  any Subsidiary,  the Agent or any
          Lender than the terms of the Investment being  refinanced,  amended or
          modified;

               (v)  Acquisitions of blocks of insurance  business,  from Persons
          other  than  any  member  of  the  UWS   Group,   through   assumptive
          reinsurance,  co-insurance  or  indemnity  reinsurance  so long as any
          consideration  paid in connection  therewith which does not constitute
          premium sharing is otherwise permitted under clause (vi) below; and

               (vi)  Acquisitions of businesses or entities engaged in the life,
          accident and health insurance  business (other than assets or stock of
          any member of the UWS Group) which do not constitute hostile takeovers
          (and Investments in Subsidiaries  formed to Acquire such businesses or
          Acquired  after the date of this  Agreement),  made after the  Initial
          Closing  Date  for  an  aggregate  consideration  not  to  exceed  (A)
          $25,000,000  (including  the  amount  of  any  consideration  paid  in
          connection with reinsurance transactions permitted pursuant to SECTION
          6.14(B)(V)),  less (B) the aggregate  consideration paid in respect of
          any Acquisitions made pursuant to SECTION 6.14(A)(IV)(B).

     6.15.  LIENS.  Neither Borrower will, nor will it permit any Subsidiary to,
create, incur, or suffer to exist any Lien in, of or on the Property of Group or
any of its Subsidiaries, except:

          (a) Liens for taxes,  assessments or governmental charges or levies on
     its Property if the same shall not at the time be  delinquent or thereafter
     can be paid without  penalty,  or are being  contested in good faith and by
     appropriate  proceedings and for which adequate reserves in accordance with
     Agreement Accounting Principles or SAP, as applicable,  shall have been set
     aside on its books.

          (b)  Liens  imposed  by law,  such as  carriers',  warehousemen's  and
     mechanics'  liens and other similar liens arising in the ordinary course of
     business which secure payment of obligations not more than 60 days past due
     or which are being  contested in good faith by appropriate  proceedings and
     for which adequate reserves shall have been set aside on its books;

          (c)  Liens  arising  out  of  pledges  or  deposits   under   worker's
     compensation  laws,  unemployment  insurance,  old age  pensions,  or other
     social security or retirement benefits, or similar legislation;

          (d)  Utility   easements,   building   restrictions   and  such  other
     encumbrances or charges against real property as are of a nature  generally
     existing with respect to properties of a similar character and which do not
     in any material way affect the  marketability of the same or interfere with
     the use thereof in the business of Group or its Subsidiaries;

          (e)  Deposits  made by any  Insurance  Subsidiary  with the  insurance
     regulatory  authority in its  jurisdiction  of domicile or other  statutory
     Liens or Liens or claims imposed or required by applicable insurance law or
     regulation against the assets of any Insurance Subsidiary,  in each case in
     favor  of all  policy  holders  of  such  Insurance  Subsidiary  and in the
     ordinary course of such Insurance Subsidiary's business;

          (f) Liens  existing  on the  Initial  Closing  Date and  described  in
     SCHEDULE 6.15;

          (g) Liens securing the Indebtedness  described in SECTION 6.11(F),  so
     long as such Liens extend only to the equipment leased thereunder; and

          (h) other Liens securing  Indebtedness  or obligations in an aggregate
     principal amount not in excess of $10,000,000 at any one time outstanding.

     6.16. AFFILIATES . Neither Borrower will, nor will it permit any Subsidiary
to, enter into any transaction (including,  without limitation,  the purchase or
sale of any Property or service)  with,  or make any payment or transfer to, any
Affiliate  except  in the  ordinary  course  of  business  and  pursuant  to the
reasonable  requirements  of such Borrower's or such  Subsidiary's  business and
upon  fair and  reasonable  terms no less  favorable  to such  Borrower  or such
Subsidiary  than such Borrower or such  Subsidiary  would obtain in a comparable
arms-length  transaction,  and  except  for a payment to UWS in an amount not to
exceed $2,500,000 to fund certain expenses related to the Distribution.  For the
purposes of this SECTION 6.16,  "Affiliate" shall include each member of the UWS
Group and each Affiliate thereof.

     6.17.  OTHER  INDEBTEDNESS.  Neither  Borrower will, nor will it permit any
Subsidiary  to,  directly  or  indirectly  voluntarily  prepay,  defease  or  in
substance  defease,   purchase,   redeem,   retire  or  otherwise  acquire,  any
Indebtedness  prior to the date due (other  than the  Loans)  while a Default or
Unmatured  Default has  occurred and is  continuing  or would occur after giving
effect  thereto  (determined,  in respect of the  covenants set forth in SECTION
6.19, on a pro forma basis as of the last day of the most recent Fiscal  Quarter
for which financial statements are available).

     6.18.  CONTINGENT  OBLIGATIONS . Neither  Borrower will, nor will it permit
any Subsidiary to, make or suffer to exist any Contingent Obligation (including,
without limitation, any Contingent Obligation with respect to the obligations of
a Subsidiary), except (a) the Contingent Obligations described on SCHEDULE 6.18,
(b) Contingent  Obligations in respect of insurance contracts or policies issued
in the ordinary course of business, (c) Contingent Obligations in respect of the
endorsement of instruments  for deposit or collection in the ordinary  course of
business, (d) Contingent Obligations in respect of the Indebtedness described in
SECTION 6.11(F), and (e) Contingent Obligations permitted under SECTION 6.11(G).

     6.19. FINANCIAL COVENANTS.

          6.19.1.  INTEREST  COVERAGE RATIO.  Group will not permit its Interest
     Coverage  Ratio,  determined  as of the end of each Fiscal  Quarter for the
     period of four  Fiscal  Quarters  ending  on such  date (to be  annualized,
     through June 30, 1999, in accordance  with the definition  thereof),  to be
     less than (a) 3.0 to 1.0 from the date of this Agreement  through  December
     31, 1999, (b) 4.0 to 1.0 from January 1, 2000 through December 31, 2000 and
     (c) 4.5 to 1.0 thereafter.

          6.19.2. LEVERAGE RATIO. Group will not permit the ratio, determined as
     of the end of each of Fiscal Quarter,  of (a) Consolidated  Indebtedness to
     (b) Consolidated Total Capitalization, to be greater than 0.30 to 1.0.

          6.19.3.  TANGIBLE  NET  WORTH . Group  will at all  times  maintain  a
     Consolidated Tangible Net Worth of not less than the sum of (a) the greater
     of (i) $128,000,000 or (ii) 90% of Group's Consolidated  Tangible Net Worth
     on the date of the Distribution,  after giving effect thereto, plus (b) 50%
     of the  positive  Consolidated  Net Income  earned by Group in each  Fiscal
     Quarter  ending after the date of the  Distribution  and on or prior to the
     date of determination,  plus (c) 50% of the Net Available Proceeds received
     by Group or any Subsidiary from the issuance of equity securities after the
     date of the Distribution.

          6.19.4. RISK-BASED CAPITAL . At all times after the date hereof, Group
     will cause each  Material  Insurance  Subsidiary to maintain a ratio of (a)
     Total Adjusted Capital (as defined in the Risk-Based  Capital Act or in the
     rules and procedures  prescribed from time to time by the NAIC with respect
     thereto) to (b) the Company  Action Level RBC (as defined in the Risk-Based
     Capital Act or in the rules and procedures  prescribed from time to time by
     the NAIC with respect thereto) of at least 150%.

     6.20.  YEAR  2000.  Each  Borrower  will  take and will  cause  each of its
Subsidiaries   to  take  all  such  actions  as  are  reasonably   necessary  to
successfully implement the Year 2000 Program and to assure that Year 2000 Issues
will not have a  Material  Adverse  Effect.  At the  request of the Agent or any
Lender,  each  Borrower  will provide a  description  of the Year 2000  Program,
together with any updates or progress reports with respect thereto.

     6.21.  REINSURANCE.  Group will not permit any Insurance  Subsidiary to (a)
enter into bulk reinsurance arrangements,  including without limitation any bulk
financial  reinsurance  arrangements,  or (b) enter  into any  other (or  renew,
extend or materially modify any existing) reinsurance arrangements except in the
ordinary course of business (i) with reinsurers rated at least "A-" (at the time
such  reinsurance  arrangements  are  entered  into) by A.M.  Best & Co.  or its
equivalent by another reputable rating agency or reinsurers whose obligations to
the Insurance  Subsidiaries are secured by letters of credit or other collateral
reasonably  acceptable to the Required  Lenders or (ii) with other reinsurers so
long as the aggregate  corresponding  credits to reserves (page 3, lines 1, 2, 3
and 4 of the  Annual  Statement)  of all  Insurance  Subsidiaries  in respect of
reinsurance  arrangements  with all such other  reinsurers does not exceed 3% of
the  aggregate of such reserves of all Insurance  Subsidiaries;  PROVIDED,  that
notwithstanding  the  foregoing,  any  Insurance  Subsidiary  may enter into any
reinsurance  arrangement  in  order  to  effect  the  Acquisition  of a block of
insurance business which is permitted under SECTION 6.14(B)(V).

     6.22. TAX CONSOLIDATION . Neither Group nor any Subsidiary will (a) file or
consent to the filing of any consolidated, combined or unitary income tax return
with any Person other than Group and its  Subsidiaries or (b) enter into any tax
sharing  agreement  or similar  arrangement  other than a tax sharing  agreement
among Group and its Subsidiaries.

     6.23. ERISA COMPLIANCE .

     With respect to any Plan,  neither Group nor any Subsidiary  shall or shall
permit any other member of the Controlled Group to:

          (a) engage in any "prohibited transaction" (as such term is defined in
     Section 406 of ERISA or Section 4975 of the Code) for which a civil penalty
     pursuant to Section  502(i) of ERISA or a tax  pursuant to Section  4975 of
     the  Code in  excess  of  $250,000  for all  Plans in the  aggregate  could
     reasonably be expected to be imposed;

          (b)  permit  an  "accumulated  funding  deficiency"  (as such  term is
     defined in Section 302 of ERISA) in excess of $250,000 for all Plans in the
     aggregate  to be  incurred  whether or not waived,  or permit any  Unfunded
     Liability  which could  reasonably  be expected to have a Material  Adverse
     Effect;

          (c)  permit  the  occurrence  of  any  Reportable  Event  which  could
     reasonably  be  expected  to  result  in  liability  (i)  to  Group  or any
     Subsidiary  in excess of $250,000 for all Plans in the aggregate or (ii) to
     any  other  member  of  the  Controlled  Group  in an  amount  which  could
     reasonably be expected to have a Material Adverse Effect;

          (d) fail to make any contribution or payment to any Multiemployer Plan
     which any member of the Controlled  Group may be required to make under any
     agreement relating to such Multiemployer Plan or any law pertaining thereto
     which  results  in or  could  result  in a  liability  (i) of  Group or any
     Subsidiary  in excess of $250,000 for all Plans in the aggregate or (ii) of
     any other member of the Controlled Group which could reasonably be expected
     to have a Material Adverse Effect; or

          (e)  permit the  establishment  or  amendment  of any Plan or cause or
     permit any Plan to fail to comply with the  applicable  provisions of ERISA
     and the Code, which establishment, amendment or failure could reasonably be
     expected to result in liability to any member of the Controlled Group which
     individually  or in the aggregate,  could  reasonably be expected to have a
     Material Adverse Effect.

     6.24.  ENVIRONMENTAL  MATTERS . Each Borrower shall and shall cause each of
its  Subsidiaries  to (a) at all times comply in all material  respects with all
applicable  environmental  laws  and (b)  promptly  take  any and all  necessary
remedial  actions  in  response  to  the  presence,   storage,   use,  disposal,
transportation or release of any hazardous or toxic materials on, under or about
any real  property  owned,  leased or operated by either  Borrower or any of its
Subsidiaries.

     6.25. CHANGE IN CORPORATE STRUCTURE;  FISCAL YEAR . Neither Borrower shall,
nor shall it permit any Subsidiary to, (a) permit any amendment or  modification
to be made to its certificate or articles of  incorporation  or by-laws which is
materially  adverse to the interests of the Lenders (provided that each Borrower
shall notify the Agent of any other amendment or modification thereto as soon as
practicable  thereafter)  or (b) change its Fiscal Year to end on any date other
than December 31 of each year.

     6.26. INCONSISTENT AGREEMENTS . Neither Borrower shall, nor shall it permit
any  Subsidiary  to, enter into any  indenture,  agreement,  instrument or other
arrangement which, (a) directly or indirectly prohibits or restrains, or has the
effect of prohibiting or restraining,  or imposes  materially adverse conditions
upon,  the  incurrence of the  Obligations,  the granting of Liens to secure the
Obligations,  the extension of the Guaranty, the amending of the Loan Documents,
or  the  ability  of  any   Subsidiary  to  (i)  pay  dividends  or  make  other
distributions  on its  capital  stock,  (ii) make  loans or  advances  to either
Borrower or (iii) repay loans or advances  from either  Borrower or (b) contains
any  provision  which would be violated or breached by the making of Advances or
by the  performance  by  Holdings or either  Borrower of any of its  obligations
under any Loan Document.

     6.27. CAPITAL  EXPENDITURES . Neither Borrower will, nor will it permit any
Subsidiary  to,  expend,  or be  committed  to expend for  Capital  Expenditures
(including,  without limitation,  for the acquisition of fixed assets) in excess
of  $10,000,000  in any Fiscal Year;  PROVIDED,  that any amount not used in any
Fiscal Year may be used in the next succeeding Fiscal Year;  PROVIDED,  FURTHER,
that permitted Capital  Expenditures for each Fiscal Year shall first be applied
in such  Fiscal  Year to that  year's  permitted  amount  and then to any amount
carried over from the prior Fiscal Year.


                                  ARTICLE VII
                                    DEFAULTS

     The occurrence of any one or more of the following  events shall constitute
a Default:

     7.1. Any  representation or warranty made or deemed made by or on behalf of
Group  or any of its  Subsidiaries  to the  Lenders  or the  Agent  under  or in
connection  with this  Agreement,  any Loan, or any  certificate  or information
delivered in connection  with this Agreement or any other Loan Document shall be
materially false on the date as of which made.

     7.2.  Nonpayment  of  principal  of any Loan when  due,  or  nonpayment  of
interest upon any Loan or of any facility fee or other  obligations under any of
the Loan Documents within five days after the same becomes due.

     7.3.  The breach by either  Borrower of any of the terms or  provisions  of
SECTION 6.2 or SECTIONS 6.10 through 6.27.

     7.4. The breach by either Borrower (other than a breach which constitutes a
Default  under  another  Section  of this  ARTICLE  VII) of any of the  terms or
provisions of this Agreement which is not remedied within twenty (20) days after
written notice from the Agent or any Lender.

     7.5.  Failure  of  Group  or any of its  Subsidiaries  to pay  when due any
Indebtedness aggregating in excess of $1,500,000 ("MATERIAL  INDEBTEDNESS");  or
the default by Group or any of its  Subsidiaries in the performance  (beyond the
applicable grace period with respect thereto, if any) of any term,  provision or
condition contained in any agreement under which any such Material  Indebtedness
was created or is governed,  or any other event shall occur or condition  exist,
the  effect of which  default  or event is to cause,  or to permit the holder or
holders of such Material  Indebtedness to cause,  such Material  Indebtedness to
become due prior to its stated maturity;  or any Material  Indebtedness of Group
or any of its  Subsidiaries  shall be declared to be due and payable or required
to be prepaid or repurchased (other than by a regularly scheduled payment) prior
to the stated maturity  thereof;  or Group or any of its Subsidiaries  shall not
pay, or admit in writing  its  inability  to pay,  its debts  generally  as they
become due.

     7.6.  Group or any of its  Subsidiaries  shall (a) have an order for relief
entered with respect to it under the Federal bankruptcy laws as now or hereafter
in effect,  (b) make an assignment for the benefit of creditors,  (c) apply for,
seek,  consent to, or acquiesce in, the  appointment  of a receiver,  custodian,
trustee,  examiner,  liquidator  or similar  official for it or any  Substantial
Portion of its  Property,  (d)  institute  any  proceeding  seeking an order for
relief  under  the  Federal  bankruptcy  laws as now or  hereafter  in effect or
seeking  to  adjudicate  it a bankrupt  or  insolvent,  or seeking  dissolution,
winding up, liquidation, reorganization,  arrangement, adjustment or composition
of it or  its  debts  under  any  law  relating  to  bankruptcy,  insolvency  or
reorganization  or relief of debtors or fail to file an answer or other pleading
denying the material  allegations of any such  proceeding  filed against it, (e)
take any  corporate  or  partnership  action to  authorize  or effect any of the
foregoing  actions set forth in this  SECTION 7.6 or (f) fail to contest in good
faith any appointment or proceeding described in SECTION 7.7.

     7.7.  Without the  application,  approval or consent of Group or any of its
Subsidiaries,  a receiver,  trustee,  examiner,  liquidator or similar  official
shall be  appointed  for  Group or any of its  Subsidiaries  or any  Substantial
Portion of its Property,  or a proceeding  described in SECTION  7.6(A) shall be
instituted  against  Group  or any  of its  Subsidiaries  and  such  appointment
continues  undischarged or such proceeding continues undismissed or unstayed for
a period of 60 consecutive days.

     7.8. Any court,  government or governmental agency shall condemn,  seize or
otherwise appropriate,  or take custody or control of, all or any portion of the
Property of Group or any of its Subsidiaries which, when taken together with all
other Property of Group and its Subsidiaries so condemned, seized, appropriated,
or taken custody or control of, during the  twelve-month  period ending with the
month in which any such action occurs, constitutes a Substantial Portion.

     7.9.  Group or any of its  Subsidiaries  shall fail  within 45 days to pay,
bond or  otherwise  discharge  any judgment or order for the payment of money in
excess of  $250,000  (or  multiple  judgments  or orders  for the  payment of an
aggregate  amount  in  excess  of  $500,000),  which is not  stayed on appeal or
otherwise  being  appropriately  contested  in good  faith  and as to  which  no
enforcement actions have been commenced.

     7.10. The Unfunded Liabilities of all Single Employer Plans shall exceed in
the aggregate  $250,000 or any Reportable  Event shall occur in connection  with
any Plan.

     7.11. Any Change in Control shall occur.

     7.12.  Nonpayment by either Borrower of any Rate Hedging Obligation owed to
any Lender when due or the breach by either  Borrower of any term,  provision or
condition  contained in any agreement,  device or arrangement giving rise to any
such Rate Hedging Obligation.

     7.13 Any License of any Material  Insurance  Subsidiary issued in its state
of domicile or in a state in which its earned  premiums in the prior Fiscal Year
constituted 2% or more of its aggregate earned premiums in such period (a) shall
be revoked by the  Governmental  Authority  which  issued such  License,  or any
formal  action  (administrative  or judicial) to revoke such License  shall have
been  commenced  against such Material  Insurance  Subsidiary and shall not have
been  dismissed  within 30 days  after the  commencement  thereof,  (b) shall be
suspended by such  Governmental  Authority  for a period in excess of 30 days or
(c) shall not be reissued  or renewed by such  Governmental  Authority  upon the
expiration thereof following  application for such reissuance or renewal of such
Material Insurance Subsidiary.

     7.14  Any   Insurance   Subsidiary   shall  be  the   subject  of  a  final
non-appealable  order  imposing a fine in an amount in excess of $500,000 in any
single  instance or other such orders  imposing fines in excess of $2,000,000 in
the aggregate after the date of this Agreement by or at the request of any state
insurance  regulatory  agency as a result  of the  violation  by such  Insurance
Subsidiary  of  such  state's  applicable  insurance  laws  or  the  regulations
promulgated in connection therewith.

     7.15 Any Insurance  Subsidiary shall become subject to (a) any conservation
or liquidation order,  directive or mandate issued by any Governmental Authority
or (b) any other directive or mandate issued by any Governmental Authority which
is materially adverse to such Insurance Subsidiary,  which in either case is not
stayed within ten (10) days.

     7.16 The  Guaranty  shall  fail to remain in full  force and  effect or any
action  shall  be  taken  to   discontinue   or  to  assert  the  invalidity  or
unenforceability  of the Guaranty,  or Holdings shall fail to comply with any of
the terms or provisions  of the Guaranty or Holdings  shall deny that it has any
further liability under the Guaranty or shall give notice to that effect.


                                  ARTICLE VIII
                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

     8.1.  ACCELERATION.  If any Default  described in SECTION 7.6 or 7.7 occurs
with respect to either  Borrower,  the  obligations of the Lenders to make Loans
hereunder shall  automatically  terminate and the Obligations  shall immediately
become due and payable  without any  election or action on the part of the Agent
or any Lender.  If any other Default occurs,  the Required Lenders (or the Agent
with  the  consent  of the  Required  Lenders)  may  terminate  or  suspend  the
obligations of the Lenders to make Loans  hereunder,  or declare the Obligations
to be  due  and  payable,  or  both,  whereupon  the  Obligations  shall  become
immediately due and payable,  without presentment,  demand, protest or notice of
any kind, all of which each Borrower hereby expressly waives.

     If, within ten (10) Business Days after acceleration of the maturity of the
Obligations  or  termination  of the  obligations  of the  Lenders to make Loans
hereunder  as a result of any Default  (other than any Default as  described  in
SECTION 7.6 or 7.7 with respect to either  Borrower)  and before any judgment or
decree  for the  payment of the  Obligations  due shall  have been  obtained  or
entered,  the Required Lenders (in their sole discretion)  shall so direct,  the
Agent shall, by notice to Holdings,  rescind and annul such acceleration  and/or
termination.

     8.2.  AMENDMENTS.  Subject to the  provisions  of this  ARTICLE  VIII,  the
Required  Lenders  (or the Agent with the  consent  in  writing of the  Required
Lenders) and the Borrowers may enter into agreements supplemental hereto for the
purpose of adding or modifying any  provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the  Borrowers  hereunder  or waiving
any Default  hereunder;  PROVIDED,  that no such  supplemental  agreement shall,
without the consent of all of the Lenders:

          (a)  Extend  the  final  maturity  of any Loan or  forgive  all or any
     portion of the principal  amount thereof,  or reduce the rate or extend the
     time of payment of interest or fees thereon;

          (b) Reduce the  percentage  specified  in the  definition  of Required
     Lenders;

          (c)  Extend the  Facility  Termination  Date,  or reduce the amount or
     extend the payment date for, the mandatory  payments required under SECTION
     2.2 or the mandatory  commitment  reductions required under SECTION 2.8, or
     increase the amount of the  Commitment of any Lender  hereunder,  or permit
     either Borrower to assign its rights under this Agreement;

          (d) Release Holdings from the Guaranty; or

          (e) Amend this SECTION 8.2.

     No amendment of any provision of this Agreement relating to the Agent shall
be  effective  without  the  written  consent of the Agent.  The Agent may waive
payment of the fee required under SECTION  12.3.2 without  obtaining the consent
of any other party to this Agreement.  No amendment,  waiver or consent relating
to the Swing Line Lender shall be effective  without the written  consent of the
Swing Line Lender.

     8.3.  PRESERVATION  OF RIGHTS.  No delay or  omission of the Lenders or the
Agent to exercise any right under the Loan Documents  shall impair such right or
be construed to be a waiver of any Default or an acquiescence  therein,  and the
making of a Loan  notwithstanding the existence of a Default or the inability of
either  Borrower  to satisfy  the  conditions  precedent  to such Loan shall not
constitute  any waiver or  acquiescence.  Any single or partial  exercise of any
such right shall not preclude other or further  exercise thereof or the exercise
of any other right,  and no waiver,  amendment or other  variation of the terms,
conditions or provisions of the Loan Documents  whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to SECTION 8.2, and then only
to the extent in such writing  specifically set forth. All remedies contained in
the Loan  Documents  or by law  afforded  shall be  cumulative  and all shall be
available to the Agent and the Lenders until the  Obligations  have been paid in
full.


                                   ARTICLE IX
                               GENERAL PROVISIONS

     9.1. SURVIVAL OF REPRESENTATIONS. All representations and warranties of the
Borrower  contained  in this  Agreement  shall  survive  the making of the Loans
herein contemplated.

     9.2. GOVERNMENTAL  REGULATION.  Anything contained in this Agreement to the
contrary  notwithstanding,  no Lender  shall be  obligated  to extend  credit to
either  Borrower in violation of any limitation or  prohibition  provided by any
applicable statute or regulation.

     9.3.  HEADINGS.  Section headings in the Loan Documents are for convenience
of  reference  only,  and  shall not  govern  the  interpretation  of any of the
provisions of the Loan Documents.

     9.4. ENTIRE  AGREEMENT.  The Loan Documents embody the entire agreement and
understanding  among the Borrowers,  the Agent and the Lenders and supersede all
prior  agreements  and  understandings  among the  Borrowers,  the Agent and the
Lenders  relating  to the  subject  matter  thereof  other  than the fee  letter
described in SECTION 10.13.

     9.5.  SEVERAL  OBLIGATIONS;  BENEFITS  OF THIS  AGREEMENT.  The  respective
obligations  of the  Lenders  hereunder  are several and not joint and no Lender
shall be the  partner  or agent of any other  (except to the extent to which the
Agent is authorized to act as such). The failure of any Lender to perform any of
its  obligations  hereunder  shall not relieve any other  Lender from any of its
obligations hereunder. This Agreement shall not be construed so as to confer any
right or benefit  upon any Person other than the parties to this  Agreement  and
their  respective  successors  and assigns;  PROVIDED,  that the parties  hereto
expressly  agree that the Arranger shall enjoy the benefits of the provisions of
SECTIONS  9.6, 9.10 and 10.11 to the extent  specifically  set forth therein and
shall have the right to enforce such provisions on its own behalf and in its own
name to the same extent as if it were a party to this Agreement.

     9.6. EXPENSES; INDEMNIFICATION. (a) Each Borrower shall reimburse the Agent
and the  Arranger for any costs,  internal  charges and  out-of-pocket  expenses
(including  attorneys'  fees and time charges of attorneys for the Agent,  which
attorneys  may be  employees  of the Agent) paid or incurred by the Agent or the
Arranger in connection with the preparation,  negotiation,  execution, delivery,
syndication,  review,  amendment,  modification,  and administration of the Loan
Documents.  Each Borrower  also agrees to reimburse the Agent,  the Arranger and
the  Lenders  for  any  costs,  internal  charges  and  out-of-pocket   expenses
(including  attorneys'  fees and time  charges of attorneys  for the Agent,  the
Arranger and the Lenders,  which  attorneys  may be employees of the Agent,  the
Arranger or the  Lenders)  paid or incurred  by the Agent,  the  Arranger or any
Lender in connection  with the collection and enforcement of the Loan Documents.
Expenses being reimbursed by the Borrowers under this Section  include,  without
limitation, costs and expenses incurred in connection with the Reports described
in the following  sentence.  Each Borrower  acknowledges  that from time to time
First  Chicago may prepare and may  distribute to the Lenders (but shall have no
obligation  or duty to prepare or to  distribute  to the Lenders)  certain audit
reports (the "REPORTS") pertaining to each Borrower's assets for internal use by
First Chicago from information furnished to it by or on behalf of such Borrower,
after First  Chicago has  exercised  its rights of  inspection  pursuant to this
Agreement.

          (b) Each Borrower  hereby further  agrees to indemnify the Agent,  the
     Arranger and each Lender and the directors,  officers and employees of each
     against all losses, claims, damages, penalties, judgments,  liabilities and
     expenses  (including,  without  limitation,  all expenses of  litigation or
     preparation  therefor  whether or not the Agent, the Arranger or any Lender
     is a party  thereto)  which any of them may pay or incur  arising out of or
     relating to this Agreement, the other Loan Documents, the Distribution, any
     merger of Holdings with Group, the transactions  contemplated  hereby,  the
     other  Closing  Transactions  or the  direct  or  indirect  application  or
     proposed  application of the proceeds of any Loan  hereunder  except to the
     extent that (i) they are determined in a final non-appealable judgment by a
     court of competent  jurisdiction to have resulted from the gross negligence
     or willful  misconduct  of the party seeking  indemnification  or (ii) that
     they arise solely from any dispute of or any litigation or other proceeding
     instituted by any Lender  against the Agent (if the Agent was determined to
     have  breached its  obligations  to such Lender  hereunder) or (for Persons
     other than the Agent and its  directors,  officers and employees) any other
     Lender.  The  obligations  of each  Borrower  under this  SECTION 9.6 shall
     survive the termination of this Agreement.

     9.7. NUMBERS OF DOCUMENTS. All statements,  notices, closing documents, and
requests hereunder shall be furnished to the Agent with sufficient  counterparts
so that the Agent may furnish one to each of the Lenders.

     9.8. ACCOUNTING.  Except as provided to the contrary herein, all accounting
terms  used  herein  shall  be  interpreted  and all  accounting  determinations
hereunder shall be made in accordance with Agreement Accounting Principles.

     9.9. SEVERABILITY OF PROVISIONS. Any provision in any Loan Document that is
held to be inoperative,  unenforceable, or invalid in any jurisdiction shall, as
to  that  jurisdiction,  be  inoperative,   unenforceable,  or  invalid  without
affecting  the  remaining  provisions  in that  jurisdiction  or the  operation,
enforceability,  or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable.

     9.10.  NONLIABILITY OF LENDERS.  The relationship  between the Borrowers on
the one hand and the  Lenders  and the Agent on the other  hand  shall be solely
that of borrower  and lender.  Neither the Agent,  the  Arranger  nor any Lender
shall have any fiduciary responsibilities to either Borrower. Neither the Agent,
the Arranger nor any Lender undertakes any  responsibility to either Borrower to
review or inform  such  Borrower of any matter in  connection  with any phase of
such  Borrower's  business or operations.  Each Borrower agrees that neither the
Agent,  the  Arranger  nor any Lender  shall  have  liability  to such  Borrower
(whether  sounding in tort,  contract or otherwise) for losses  suffered by such
Borrower  in  connection  with,  arising  out of, or in any way  related to, the
transactions   contemplated  and  the  relationship   established  by  the  Loan
Documents,  or any act,  omission or event  occurring in  connection  therewith,
unless  it is  determined  in a final  non-appealable  judgment  by a  court  of
competent  jurisdiction  that such losses resulted from the gross  negligence or
willful  misconduct  of the party from which  recovery  is sought.  Neither  the
Agent, the Arranger nor any Lender shall have any liability with respect to, and
each Borrower  hereby  waives,  releases and agrees not to sue for, any special,
indirect or consequential  damages suffered by such Borrower in connection with,
arising out of, or in any way related to the Loan Documents or the  transactions
contemplated thereby.

     9.11. CONFIDENTIALITY. Each of the Agent and each Lender agrees to hold any
confidential  information  which it may receive from either Borrower pursuant to
this Agreement in confidence, except for disclosure (a) to its Affiliates and to
other  Lenders  and  their   respective   Affiliates,   (b)  to  legal  counsel,
accountants,  and other professional advisors to that Lender or to a Transferee,
(c) to regulatory  officials,  (d) to any Person as requested  pursuant to or as
required by law, regulation,  or legal process,  provided that if not prohibited
by law, the Agent or such Lender will use  reasonable  efforts to provide notice
to the Borrowers of the requested disclosure and give the Borrowers a reasonable
opportunity to seek a protective order with respect to such information prior to
delivering  confidential  information in response thereto,  (e) to any Person in
connection  with any legal  proceeding  to which that Lender is a party,  to the
extent reasonably necessary, and (f) permitted by SECTION 12.4.

     9.12. NONRELIANCE.  Each Lender hereby represents that it is not relying on
or looking  to any margin  stock (as  defined  in  Regulation  U of the Board of
Governors of the Federal Reserve System) for the repayment of the Loans provided
for herein.

     9.13. DISCLOSURE.  Each Borrower and each Lender hereby (a) acknowledge and
agree that First Chicago and/or its Affiliates  from time to time may make other
loans to or have  other  relationships  with the  Borrowers,  and (b)  waive any
liability of First Chicago or such  Affiliate to either  Borrower or any Lender,
respectively, arising out of or resulting from such loans or relationships other
than liabilities  arising out of the gross  negligence or willful  misconduct of
First Chicago or its Affiliates.


                                   ARTICLE X
                                   THE AGENT

     10.1.  APPOINTMENT;  NATURE OF  RELATIONSHIP.  The First  National  Bank of
Chicago  is  hereby  appointed  by  each  of  the  Lenders  as  its  contractual
representative  (herein  referred to as the  "AGENT")  hereunder  and under each
other Loan Document, and each of the Lenders irrevocably authorizes the Agent to
act as the contractual  representative of such Lender with the rights and duties
expressly set forth herein and in the other Loan Documents.  The Agent agrees to
act as such contractual  representative upon the express conditions contained in
this  ARTICLE X.  Notwithstanding  the use of the  defined  term  "Agent," it is
expressly  understood  and agreed  that the Agent  shall not have any  fiduciary
responsibilities  to any  Lender by reason of this  Agreement  or any other Loan
Document and that the Agent is merely acting as the  contractual  representative
of the  Lenders  with  only  those  duties  as are  expressly  set forth in this
Agreement  and  the  other  Loan  Documents.  In its  capacity  as the  Lenders'
contractual  representative,  the Agent (a) does not hereby assume any fiduciary
duties to any of the Lenders,  (b) is a  "representative"  of the Lenders within
the meaning of Section 9-105 of the Uniform Commercial Code and (c) is acting as
an independent  contractor,  the rights and duties of which are limited to those
expressly set forth in this Agreement and the other Loan Documents.  Each of the
Lenders  hereby agrees to assert no claim against the Agent on any agency theory
or any other theory of  liability  for breach of  fiduciary  duty,  all of which
claims each Lender hereby waives.

     10.2.  POWERS.  The Agent shall have and may exercise such powers under the
Loan Documents as are  specifically  delegated to the Agent by the terms of each
thereof,  together with such powers as are reasonably  incidental  thereto.  The
Agent shall have no implied  duties to the  Lenders,  or any  obligation  to the
Lenders to take any action thereunder,  except any action specifically  provided
by the Loan Documents to be taken by the Agent.

     10.3.  GENERAL  IMMUNITY.  Neither  the  Agent  nor  any of its  directors,
officers, agents or employees shall be liable to either Borrower, the Lenders or
any Lender for any action  taken or omitted to be taken by it or them  hereunder
or under any other Loan Document or in connection  herewith or therewith  except
to the extent such action or inaction is  determined  in a final  non-appealable
judgment  by a court of  competent  jurisdiction  to have  arisen from the gross
negligence or willful misconduct of such Person.

     10.4. NO RESPONSIBILITY FOR LOANS, RECITALS, ETC. Neither the Agent nor any
of its directors, officers, agents or employees shall be responsible for or have
any duty to ascertain,  inquire into, or verify (a) any  statement,  warranty or
representation  made in  connection  with any  Loan  Document  or any  borrowing
hereunder;  (b)  the  performance  or  observance  of any of  the  covenants  or
agreements  of  any  obligor  under  any  Loan  Document,   including,   without
limitation,  any agreement by an obligor to furnish information directly to each
Lender;  (c) the  satisfaction of any condition  specified in ARTICLE IV, except
receipt of items required to be delivered solely to the Agent; (d) the existence
or possible  existence of any Default or Unmatured  Default;  (e) the  validity,
enforceability,  effectiveness,  sufficiency or genuineness of any Loan Document
or any other instrument or writing  furnished in connection  therewith;  (f) the
value,  sufficiency,  creation,  perfection  or  priority  of  any  Lien  in any
collateral  security;  or (g) the  financial  condition  of Group  or of  either
Borrower or of any of such Borrower's Subsidiaries. The Agent shall have no duty
to disclose to the Lenders  information  that is not required to be furnished by
either Borrower to the Agent at such time, but is voluntarily  furnished by such
Borrower  to the Agent  (either in its  capacity  as Agent or in its  individual
capacity).

     10.5.  ACTION ON INSTRUCTIONS  OF LENDERS.  The Agent shall in all cases be
fully protected in acting, or in refraining from acting, hereunder and under any
other Loan  Document  in  accordance  with  written  instructions  signed by the
Required  Lenders,  and such instructions and any action taken or failure to act
pursuant  thereto  shall be binding on all of the  Lenders.  The Lenders  hereby
acknowledge  that the  Agent  shall  be under no duty to take any  discretionary
action  permitted to be taken by it pursuant to the provisions of this Agreement
or any other Loan  Document  unless it shall be requested in writing to do so by
the Required Lenders.  The Agent shall be fully justified in failing or refusing
to take any action  hereunder and under any other Loan Document  unless it shall
first be indemnified to its satisfaction by the Lenders pro rata against any and
all  liability,  cost and  expense  that it may  incur by  reason  of  taking or
continuing to take any such action.

     10.6.  EMPLOYMENT  OF AGENTS AND COUNSEL.  The Agent may execute any of its
duties  as Agent  hereunder  and under any other  Loan  Document  by or  through
employees,  agents,  and  attorneys-in-fact  and shall not be  answerable to the
Lenders,  except  as to money or  securities  received  by it or its  authorized
agents,  for the default or misconduct  of any such agents or  attorneys-in-fact
selected by it with  reasonable  care.  The Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the Lenders
and all matters  pertaining to the Agent's duties  hereunder and under any other
Loan Document.

     10.7. RELIANCE ON DOCUMENTS;  COUNSEL.  The Agent shall be entitled to rely
upon any  Note,  notice,  consent,  certificate,  affidavit,  letter,  telegram,
statement,  paper or  document  believed  by it to be genuine and correct and to
have been  signed or sent by the proper  person or  persons,  and, in respect to
legal matters,  upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

     10.8.  AGENT'S  REIMBURSEMENT  AND  INDEMNIFICATION.  The Lenders  agree to
reimburse and  indemnify  the Agent  ratably in  proportion to their  respective
Commitments (or, if the Commitments have been terminated, in proportion to their
Commitments  immediately  prior to such  termination)  (a) for any  amounts  not
reimbursed by the Borrowers for which the Agent is entitled to  reimbursement by
the Borrowers under the Loan Documents,  (b) for any other expenses  incurred by
the  Agent on  behalf  of the  Lenders,  in  connection  with  the  preparation,
execution,  delivery,  administration  and  enforcement  of the  Loan  Documents
(including,  without  limitation,  for any  expenses  incurred  by the  Agent in
connection  with any dispute  between the Agent and any Lender or between two or
more of the Lenders) and (c) for any liabilities,  obligations, losses, damages,
penalties,  actions,  judgments,  suits, costs, expenses or disbursements of any
kind and nature  whatsoever  which may be imposed  on,  incurred  by or asserted
against the Agent in any way relating to or arising out of the Loan Documents or
any  other  document  delivered  in  connection  therewith  or the  transactions
contemplated  thereby  (including,  without  limitation,  for any  such  amounts
incurred by or asserted against the Agent in connection with any dispute between
the  Agent  and any  Lender  or  between  two or more  of the  Lenders),  or the
enforcement  of any of the  terms of the  Loan  Documents  or of any such  other
documents;  PROVIDED, that no Lender shall be liable for any of the foregoing to
the extent any of the foregoing is found in a final non-appealable judgment by a
court of competent  jurisdiction  to have resulted from the gross  negligence or
willful  misconduct  of the Agent.  The  obligations  of the Lenders  under this
SECTION 10.8 shall survive  payment of the  Obligations  and termination of this
Agreement.

     10.9. NOTICE OF DEFAULT. The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Unmatured  Default  hereunder  unless
the Agent has received written notice from a Lender or either Borrower referring
to this Agreement  describing such Default or Unmatured Default and stating that
such notice is a "notice of default".  In the event that the Agent receives such
a notice, the Agent shall give prompt notice thereof to the Lenders.

     10.10.  RIGHTS AS A LENDER.  In the event the Agent is a Lender,  the Agent
shall  have the same  rights  and  powers  hereunder  and under  any other  Loan
Document  with  respect  to its  Commitment  and its Loans as any Lender and may
exercise  the same as though it were not the  Agent,  and the term  "Lender"  or
"Lenders"  shall,  at any time when the Agent is a Lender,  unless  the  context
otherwise indicates, include the Agent in its individual capacity. The Agent and
its Affiliates may accept deposits from, lend money to, and generally  engage in
any kind of trust,  debt,  equity or other  transaction,  in  addition  to those
contemplated by this Agreement or any other Loan Document,  with Group, Holdings
or any of Holdings'  Subsidiaries in which Group, Holdings or such Subsidiary is
not  restricted  hereby from engaging with any other Person.  The Agent,  in its
individual capacity, is not obligated to remain a Lender.

     10.11.  LENDER  CREDIT  DECISION.  Each  Lender  acknowledges  that it has,
independently  and without  reliance  upon the Agent,  the Arranger or any other
Lender and based on the financial  statements prepared by the Borrowers and such
other  documents  and  information  as it has deemed  appropriate,  made its own
credit  analysis  and decision to enter into this  Agreement  and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance  upon the Agent,  the  Arranger  or any other  Lender and based on such
documents and information as it shall deem appropriate at the time,  continue to
make its own  credit  decisions  in  taking  or not  taking  action  under  this
Agreement and the other Loan Documents.

     10.12.  SUCCESSOR AGENT. The Agent may resign at any time by giving written
notice  thereof  to the  Lenders  and  the  Borrowers,  such  resignation  to be
effective upon the  appointment of a successor  Agent or, if no successor  Agent
has been appointed, forty-five days after the retiring Agent gives notice of its
intention to resign.  The Agent may be removed at any time with or without cause
by written notice received by the Agent from the Required Lenders,  such removal
to be effective on the date  specified  by the Required  Lenders.  Upon any such
resignation or removal, the Required Lenders shall have the right to appoint, on
behalf of the  Borrowers  and the Lenders,  a successor  Agent.  If no successor
Agent shall have been so appointed by the Required  Lenders  within  thirty days
after the resigning  Agent's giving notice of its intention to resign,  then the
resigning  Agent may appoint,  on behalf of the  Borrowers  and the  Lenders,  a
successor Agent.  Notwithstanding  the previous  sentence,  the Agent may at any
time  without the consent of either  Borrower or any Lender,  appoint any of its
Affiliates  which is a commercial  bank as a successor Agent  hereunder.  If the
Agent has resigned or been removed and no  successor  Agent has been  appointed,
the Lenders may perform all the duties of the Agent  hereunder and the Borrowers
shall make all payments in respect of the  Obligations to the applicable  Lender
and for all other  purposes  shall deal directly with the Lenders.  No successor
Agent shall be deemed to be appointed  hereunder  until such successor Agent has
accepted the  appointment.  Any such successor  Agent shall be a commercial bank
having  capital  and  retained  earnings  of at  least  $100,000,000.  Upon  the
acceptance of any  appointment  as Agent  hereunder by a successor  Agent,  such
successor  Agent  shall  thereupon  succeed  to and become  vested  with all the
rights,  powers,  privileges and duties of the resigning or removed Agent.  Upon
the  effectiveness  of the resignation or removal of the Agent, the resigning or
removed Agent shall be discharged from its duties and obligations  hereunder and
under the Loan Documents.  After the effectiveness of the resignation or removal
of an Agent,  the  provisions of this ARTICLE X shall continue in effect for the
benefit of such Agent in respect of any actions  taken or omitted to be taken by
it while  it was  acting  as the  Agent  hereunder  and  under  the  other  Loan
Documents. In the event that there is a successor to the Agent by merger, or the
Agent  assigns  its duties and  obligations  to an  Affiliate  pursuant  to this
SECTION  10.12,  then the term  "Corporate  Base Rate" as used in this Agreement
shall mean the prime rate, base rate or other analogous rate of the new Agent.

     10.13.  AGENT'S FEE . The Borrowers agree, on a joint and several basis, to
pay to the Agent,  for its own account,  the fees agreed to by the Borrowers and
the Agent pursuant to that certain fee letter  agreement dated October 15, 1998,
or as otherwise agreed from time to time.

     10.14.  DELEGATION TO AFFILIATES . The Borrowers and the Lenders agree that
the Agent may  delegate  any of its duties  under this  Agreement  to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents
and employees)  which performs duties in connection with this Agreement shall be
entitled  to  the  same  benefits  of  the  indemnification,  waiver  and  other
protective provisions to which the Agent is entitled under ARTICLES IX and X.


                                   ARTICLE XI
                            SETOFF; RATABLE PAYMENTS

     11.1. SETOFF . In addition to, and without limitation of, any rights of the
Lenders under  applicable law, if either  Borrower  becomes  insolvent,  however
evidenced,  or any Default occurs,  any and all deposits  (including all account
balances,  whether  provisional  or  final  and  whether  or  not  collected  or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of such Borrower may
be offset and  applied  toward  the  payment  of the  Obligations  owing to such
Lender, whether or not the Obligations, or any part thereof, shall then be due.

     11.2. RATABLE PAYMENTS . If any Lender, whether by setoff or otherwise, has
payment  made to it upon its Loans  (other than  payments  received  pursuant to
SECTION 3.1, 3.2, 3.4 or 3.5) in a greater  proportion than that received by any
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. If any Lender,  whether in connection with
setoff or  amounts  which  might be  subject  to setoff or  otherwise,  receives
collateral or other  protection for its Obligations or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in  proportion  to their  Loans.  In case any such payment is disturbed by legal
process,  or otherwise,  appropriate  further  adjustments  shall be made. If an
amount to be setoff is to be applied to  Indebtedness  of either  Borrower  to a
Lender other than  Indebtedness  comprised  of Loans made by such  Lender,  such
amount  shall  be  applied  ratably  to  such  other  Indebtedness  and  to  the
Indebtedness comprised of the Loans.


                                   ARTICLE XII
                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

     12.1.  SUCCESSORS  AND  ASSIGNS  . The  terms  and  provisions  of the Loan
Documents  shall be binding upon and inure to the benefit of the  Borrowers  and
the Lenders and their respective successors and assigns, except that (a) neither
Borrower shall have the right to assign its rights or obligations under the Loan
Documents and (b) any  assignment by any Lender must be made in compliance  with
SECTION 12.3.  Notwithstanding clause (b) of this Section, any Lender may at any
time,  without  the consent of either  Borrower or the Agent,  assign all or any
portion of its rights  under this  Agreement  and any Note to a Federal  Reserve
Bank; PROVIDED,  that no such assignment to a Federal Reserve Bank shall release
the transferor  Lender from its obligations  hereunder.  The Agent may treat the
Person which made any Loan or which holds any Note as the owner  thereof for all
purposes  hereof unless and until such Person  complies with SECTION 12.3 in the
case of an assignment  thereof or, in the case of any other transfer,  a written
notice of the transfer is filed with the Agent.  Any assignee or  transferee  of
the rights to any Loan or any Note  agrees by  acceptance  of such  transfer  or
assignment to be bound by all the terms and  provisions  of the Loan  Documents.
Any request,  authority or consent of any Person, who at the time of making such
request or giving  such  authority  or consent is the owner of the rights to any
Loan  (whether  or not a Note has been  issued in  evidence  thereof),  shall be
conclusive and binding on any subsequent  holder,  transferee or assignee of the
rights to such Loan.

     12.2. PARTICIPATIONS .

          12.2.1.  PERMITTED  PARTICIPANTS;  EFFECT  . Any  Lender  may,  in the
     ordinary  course of its business and in accordance  with applicable law, at
     any  time  sell to one or more  banks or  other  entities  ("PARTICIPANTS")
     participating  interests in any Loan owing to such Lender, any Note held by
     such Lender,  any  Commitment of such Lender or any other  interest of such
     Lender under the Loan Documents.  In the event of any such sale by a Lender
     of  participating  interests to a  Participant,  such Lender's  obligations
     under the Loan Documents shall remain  unchanged,  such Lender shall remain
     solely  responsible to the other parties hereto for the performance of such
     obligations, such Lender shall remain the owner of its Loans and the holder
     of any Note issued to it in evidence  thereof  for all  purposes  under the
     Loan  Documents,  all amounts payable by the Borrowers under this Agreement
     shall be  determined  as if such  Lender  had not sold  such  participating
     interests,  and the Borrowers  and the Agent shall  continue to deal solely
     and directly with such Lender in connection  with such Lender's  rights and
     obligations under the Loan Documents.

          12.2.2.  VOTING  RIGHTS . Each Lender  shall  retain the sole right to
     approve,   without  the  consent  of  any   Participant,   any   amendment,
     modification  or waiver of any provision of the Loan  Documents  other than
     any  amendment,  modification  or  waiver  with  respect  to  any  Loan  or
     Commitment  in  which  such  Participant  has an  interest  which  forgives
     principal,  interest or fees or reduces the  interest  rate or fees payable
     with  respect  to  any  such  Loan  or  Commitment,  extends  the  Facility
     Termination  Date,  postpones  any date  fixed for any  regularly-scheduled
     payment  of  principal  of,  or  interest  or fees  on,  any  such  Loan or
     Commitment,  releases  any  guarantor  of any such Loan or releases  all or
     substantially all of the collateral, if any, securing any such Loan.

          12.2.3. BENEFIT OF SETOFF . Each Borrower agrees that each Participant
     shall be deemed to have the right of setoff  provided  in  SECTION  11.1 in
     respect  of its  participating  interest  in amounts  owing  under the Loan
     Documents to the same extent as if the amount of its participating interest
     were owing  directly to it as a Lender under the Loan  Documents,  provided
     that each Lender shall retain the right of setoff  provided in SECTION 11.1
     with  respect  to the  amount  of  participating  interests  sold  to  each
     Participant.  The Lenders  agree to share with each  Participant,  and each
     Participant,  by exercising  the right of setoff  provided in SECTION 11.1,
     agrees to share with each  Lender,  any  amount  received  pursuant  to the
     exercise of its right of setoff,  such  amounts to be shared in  accordance
     with SECTION 11.2 as if each Participant were a Lender.

     12.3. ASSIGNMENTS .

          12.3.1. Permitted Assignments . Any Lender may, in the ordinary course
     of its business and in accordance  with  applicable law, at any time assign
     to one or more banks or other  entities  ("PURCHASERS")  all or any part of
     its rights and obligations under the Loan Documents.  Such assignment shall
     be  substantially  in the form of EXHIBIT B or in such other form as may be
     agreed to by the  parties  thereto.  The  consent of Group,  the Swing Line
     Lender and the Agent  shall be  required  prior to an  assignment  becoming
     effective with respect to a Purchaser which is not a Lender or an Affiliate
     thereof;  PROVIDED,  that if a Default has occurred and is continuing,  the
     consent  of  Group  shall  not  be  required.  Such  consent  shall  not be
     unreasonably  withheld or delayed.  Each such assignment  shall (unless (x)
     each of  Group  and  the  Agent  otherwise  consents  or (y)  the  proposed
     Purchaser  is already a Lender) be in an amount not less than the lesser of
     (a)  $5,000,000  or (b) the  remaining  amount  of the  assigning  Lender's
     Commitment (calculated as at the date of such assignment).

          12.3.2.  EFFECT;  EFFECTIVE  DATE. Upon (a) delivery to the Agent of a
     notice of  assignment,  substantially  in the form attached as Exhibit I to
     EXHIBIT B (a "NOTICE OF ASSIGNMENT"),  together with any consents  required
     by  SECTION  12.3.1,  and (b)  payment  of a $3,500  fee to the  Agent  for
     processing such  assignment,  such assignment shall become effective on the
     effective  date  specified  in such  Notice of  Assignment.  The  Notice of
     Assignment  shall contain a  representation  by the Purchaser to the effect
     that none of the consideration  used to make the purchase of the Commitment
     and Loans under the  applicable  assignment  agreement are "plan assets" as
     defined  under ERISA and that the rights and  interests of the Purchaser in
     and under the Loan Documents will not be "plan assets" under ERISA.  On and
     after the effective date of such  assignment,  such Purchaser shall for all
     purposes be a Lender party to this  Agreement  and any other Loan  Document
     executed  by or on behalf of the  Lenders and shall have all the rights and
     obligations of a Lender under the Loan Documents,  to the same extent as if
     it were an  original  party  hereto,  and no  further  consent or action by
     either Borrower,  the Lenders or the Agent shall be required to release the
     transferor   Lender  with  respect  to  the  percentage  of  the  Aggregate
     Commitment and Loans assigned to such Purchaser.  Upon the  consummation of
     any  assignment  to a  Purchaser  pursuant  to  this  SECTION  12.3.2,  the
     transferor  Lender,  the Agent and the Borrowers  shall,  if the transferor
     Lender or the Purchaser  desires that its Loans be evidenced by Notes, make
     appropriate arrangements so that new Notes or, as appropriate,  replacement
     Notes  are  issued  to  such  transferor   Lender  and  new  Notes  or,  as
     appropriate,  replacement Notes, are issued to such Purchaser, in each case
     in principal amounts reflecting their respective  Commitments,  as adjusted
     pursuant to such assignment.

     12.4.  DISSEMINATION OF INFORMATION . Each Borrower  authorizes each Lender
to disclose to any  Participant  or Purchaser  or any other Person  acquiring an
interest in the Loan Documents by operation of law (each a "TRANSFEREE") and any
prospective  Transferee  any and all  information  in such  Lender's  possession
concerning  the  creditworthiness  of Group or  Holdings  and the  Subsidiaries,
including without limitation any information contained in any Reports; PROVIDED,
that each  Transferee and prospective  Transferee  agrees to be bound by SECTION
9.11 of this Agreement.

     12.5.  TAX TREATMENT . If any interest in any Loan Document is  transferred
to any Transferee  which is organized under the laws of any  jurisdiction  other
than the United States or any State thereof,  the transferor  Lender shall cause
such Transferee, concurrently with the effectiveness of such transfer, to comply
with the provisions of SECTION 3.5(D).


                                  ARTICLE XIII
                                    NOTICES

     13.1. NOTICES . Except as otherwise  permitted by SECTION 2.17 with respect
to borrowing  notices,  all notices,  requests and other  communications  to any
party  hereunder  shall  be  in  writing  (including  electronic   transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
at its address or facsimile  number set forth on the signature pages hereof,  or
(y) at such  other  address  or  facsimile  number as such  party may  hereafter
specify for the purpose by notice to the Agent and the  Borrowers in  accordance
with the  provisions  of this SECTION 13.1.  Each such notice,  request or other
communication  shall be effective (a) if given by facsimile  transmission,  when
transmitted to the facsimile  number  specified in this Section and confirmation
of receipt is received,  (b) if given by mail, 72 hours after such communication
is  deposited  in the mail  with  first  class  postage  prepaid,  addressed  as
aforesaid,  or (c) if given by any other means,  when delivered (or, in the case
of electronic transmission,  received) at the address specified in this Section;
PROVIDED,  that  notices to the Agent  under  ARTICLE II shall not be  effective
until received.

     13.2. CHANGE OF ADDRESS . Each Borrower,  the Agent and any Lender may each
change the  address  for service of notice upon it by a notice in writing to the
other parties hereto.


                                   ARTICLE XIV
                                  COUNTERPARTS

     This Agreement may be executed in any number of counterparts,  all of which
taken together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart.  This Agreement shall be
effective when it has been executed by each Borrower,  the Agent and the Lenders
and each party has  notified the Agent by  facsimile  transmission  or telephone
that it has taken such action.


                                   ARTICLE XV
          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

     15.1.  CHOICE OF LAW . THE LOAN  DOCUMENTS  (OTHER THAN THOSE  CONTAINING A
CONTRARY  EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF  CONFLICTS) OF THE STATE OF ILLINOIS,  BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

     15.2. CONSENT TO JURISDICTION . EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO
THE  NON-EXCLUSIVE  JURISDICTION  OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE
COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND EACH BORROWER HEREBY  IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING  MAY BE HEARD AND  DETERMINED
IN ANY SUCH COURT AND  IRREVOCABLY  WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT,  ACTION OR  PROCEEDING  BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN  INCONVENIENT  FORUM.  NOTHING HEREIN SHALL LIMIT
THE  RIGHT  OF THE  AGENT OR ANY  LENDER  TO BRING  PROCEEDINGS  AGAINST  EITHER
BORROWER IN THE COURTS OF ANY OTHER  JURISDICTION.  ANY JUDICIAL  PROCEEDING  BY
EITHER BORROWER AGAINST THE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT OR
ANY LENDER INVOLVING,  DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT
OF,  RELATED TO, OR CONNECTED  WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A
COURT IN CHICAGO, ILLINOIS.

     15.3.  WAIVER OF JURY  TRIAL . EACH  BORROWER,  THE  AGENT AND EACH  LENDER
HEREBY WAIVE TRIAL BY JURY IN ANY  JUDICIAL  PROCEEDING  INVOLVING,  DIRECTLY OR
INDIRECTLY,  ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY  ARISING  OUT OF,  RELATED TO, OR  CONNECTED  WITH ANY LOAN  DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.


                                   ARTICLE XVI
                                GUARANTY OF GROUP

     16.1  For   valuable   consideration,   the  receipt  of  which  is  hereby
acknowledged,  and to induce the Swing  Line  Lender to make Swing Line Loans to
UWLIC as a Borrower,  Group hereby absolutely,  irrevocably and  unconditionally
guarantees  prompt,  full and  complete  payment  when  due,  whether  at stated
maturity,  upon acceleration or otherwise,  and at all times thereafter,  of any
and all existing and future  obligations of UWLIC to the Agent,  the Lenders and
any holder of a Note, a Swing Line Loan, or any other  Obligation  under or with
respect to the Loan Documents,  whether for principal,  interest, fees, expenses
or otherwise (collectively, the "GUARANTEED OBLIGATIONS").

     16.2 Group  waives  notice of the  acceptance  of this  guaranty and of the
extension,  incurrence or continuation of the Guaranteed Obligations or any part
thereof.  Group further waives all setoffs and  counterclaims  and  presentment,
protest,  notice of notices  delivered  or demand made on UWLIC  (except for any
notice of demand or  acceleration  under SECTION  8.1),  filing of claims with a
court in the event of  receivership,  bankruptcy or  reorganization  of UWLIC or
action or  delinquency  in respect  of the  Guaranteed  Obligations  or any part
thereof,  including any right to require the Agent and the Lenders to sue UWLIC,
any other guarantor or any other Person obligated with respect to the Guaranteed
Obligations or any part thereof, or otherwise to enforce payment thereof against
any  collateral  securing  the  Guaranteed  Obligations  or  any  part  thereof;
PROVIDED,  that if at any time any  payment  of any  portion  of the  Guaranteed
Obligations  is  rescinded or must  otherwise  be restored or returned  upon the
insolvency,   bankruptcy  or  reorganization  of  UWLIC  or  otherwise,  Group's
obligations  hereunder  with respect to such payment shall be reinstated at such
time as  though  such  payment  had not been  made.  Credit  may be  granted  or
continued to UWLIC by the Lenders without notice to or authorization  from Group
regardless of UWLIC's  financial or other condition at the time of such grant or
continuation.  The Agent and the Lenders shall have no obligation to disclose or
discuss with Group their assessments of the financial condition of UWLIC.

     16.3 Group hereby agrees that, to the fullest extent  permitted by law, its
obligations hereunder shall be continuing,  absolute and unconditional under any
and all circumstances and not subject to any reduction, limitation,  impairment,
termination,   defense  (other  than  indefeasible  payment  in  full),  setoff,
counterclaim or recoupment  whatsoever (all of which are hereby expressly waived
by it to the fullest extent permitted by law), whether by reason of any claim of
any character whatsoever,  including,  without limitation,  any claim of waiver,
release,  surrender,  alteration or  compromise.  This guaranty is a guaranty of
payment and not of collection,  is a primary  obligation of Group and not one of
surety,  The validity and  enforceability of this guaranty shall not be impaired
or affected by any of the following: (a) any extension,  modification or renewal
of,  or  indulgence  with  respect  to, or  substitutions  for,  the  Guaranteed
Obligations or any part thereof or any agreement  relating  thereto at any time;
(b) any failure or omission to enforce any right,  power or remedy with  respect
to the  Guaranteed  Obligations  or any part thereof or any  agreement  relating
thereto,  or any collateral;  (c) any waiver of any right, power or remedy or of
any default with respect to the  Guaranteed  Obligations  or any part thereof or
any  agreement  relating  thereto  or with  respect to any  collateral;  (d) any
release,   surrender,   compromise,   settlement,   waiver,   subordination   or
modification,  with or  without  consideration,  of any  collateral,  any  other
guaranties  with respect to the Guaranteed  Obligations or any part thereof,  or
any other obligation of any Person with respect to the Guaranteed Obligations or
any  part  thereof;  (e)  the  enforceability  or  validity  of  the  Guaranteed
Obligations or any part thereof or the genuineness,  enforceability  or validity
of any agreement  relating  thereto or with respect to any  collateral;  (f) the
application  of payments  received from any source to the payment of obligations
other than the Guaranteed Obligations, any part thereof or amounts which are not
covered by this guaranty  even though the Agent and the Lenders  might  lawfully
have  elected  to  apply  such  payments  to any  part or all of the  Guaranteed
Obligations or to amounts which are not covered by this guaranty; (g) any change
in the ownership of UWLIC or the  insolvency,  bankruptcy or any other change in
the legal  status  of UWLIC;  (h) any  change in or the  imposition  of any law,
decree,  regulation or other governmental act which does or might impair,  delay
or in any way affect the validity, enforceability or the payment when due of the
Guaranteed  Obligations;  (i) the  failure of Group or UWLIC to maintain in full
force,  validity or effect or to obtain or renew when required all  governmental
and other  approvals,  licenses or  consents  required  in  connection  with the
Guaranteed Obligations or this guaranty, or to take any other action required in
connection with the  performance of all  obligations  pursuant to the Guaranteed
Obligations  or this guaranty;  (j) the existence of any claim,  setoff or other
rights  which Group may have at any time against  UWLIC,  or any other Person in
connection herewith or with an unrelated transaction; (k) the Lenders' election,
in any case or  proceeding  instituted  under  chapter 11 of the  United  States
Bankruptcy  Code, of the application of Section  1111(b)(2) of the United States
Bankruptcy  Code;  (l) any  borrowing,  use of cash  collateral,  or  grant of a
security interest by UWLIC, as debtor in possession, under Section 363 or 364 of
the United States Bankruptcy Code; (m) the disallowance of all or any portion of
any of the Lenders'  claims for repayment of the  Guaranteed  Obligations  under
Section  502 or 506 of the  United  States  Bankruptcy  Code;  or (n) any  other
circumstances,  whether or not  similar  to any of the  foregoing,  which  could
constitute  a defense to a  guarantor;  all  whether or not Group shall have had
notice or knowledge of any act or omission  referred to in the foregoing clauses
(a) through (n) of this paragraph. It is agreed that Group's liability hereunder
is several and independent of any other  guaranties or other  obligations at any
time in effect with respect to the  Guaranteed  Obligations  or any part thereof
and  that  Group's  liability  hereunder  may  be  enforced  regardless  of  the
existence, validity, enforcement or non-enforcement of any such other guaranties
or other  obligations  or any  provision  of any  applicable  law or  regulation
purporting to prohibit  payment by UWLIC of the  Guaranteed  Obligations  in the
manner agreed upon between UWLIC and the Agent and the Lenders.

     16.4 Group authorizes the Lenders to take any action or exercise any remedy
with  respect  to any  collateral  from  time to time  securing  the  Guaranteed
Obligations, which the Lenders in their sole discretion shall determine, without
notice to Group. Notwithstanding any reference herein to any collateral securing
any of the Guaranteed Obligations,  it is acknowledged that, on the date hereof,
neither Group nor any of its Subsidiaries has granted,  or has any obligation to
grant, any security interest in or other lien on any of its property as security
for the Guaranteed Obligations.

     16.5 In the event the Lenders in their sole discretion elect to give notice
of any action with respect to any collateral securing the Guaranteed Obligations
or any part thereof, ten (10) days' prior written notice to Group at the address
as provided  in ARTICLE  XIII shall be deemed  reasonable  notice of any matters
contained in such notice.  Group  consents and agrees that neither the Agent nor
the Lenders  shall be under any  obligation  to marshall  any assets in favor of
Group or against or in payment of any or all of the Guaranteed Obligations.

     16.6 In the event that  acceleration  of the time for payment of any of the
Guaranteed   Obligations   is  stayed  upon  the   insolvency,   bankruptcy   or
reorganization  of UWLIC,  or otherwise,  all such amounts shall  nonetheless be
payable  by Group  forthwith  upon  demand  by the Agent or the  Lenders.  Group
further agrees that, to the extent that UWLIC makes a payment or payments to any
of the  Lenders  on the  Guaranteed  Obligations,  or the  Agent or the  Lenders
receive any proceeds of collateral  securing the Guaranteed  Obligations,  which
payment or receipt of proceeds or any part thereof is subsequently  invalidated,
declared to be fraudulent or preferential,  set aside or required to be returned
or repaid to UWLIC, its estate, trustee,  receiver,  debtor in possession or any
other party,  including,  without  limitation,  Group,  under any  insolvency or
bankruptcy law, state or federal law, common law or equitable cause, then to the
extent of such  payment,  return or  repayment,  the  obligation or part thereof
which has been paid, reduced or satisfied by such amount shall be reinstated and
continued  in full  force and effect as of the date when such  initial  payment,
reduction or satisfaction occurred.

     16.7 Group agrees that, as between  Group on the one hand,  and the Lenders
and the Agent, on the other hand, the obligations of UWLIC guaranteed under this
ARTICLE XVI may be declared to be forthwith  due and  payable,  or may be deemed
automatically  to have been  accelerated,  as provided in SECTION 8.1 hereof for
purposes of this  ARTICLE XVI,  notwithstanding  any stay,  injunction  or other
prohibition  (whether in a bankruptcy  proceeding  affecting UWLIC or otherwise)
preventing  such  declaration  as against  UWLIC and that,  in the event of such
declaration or automatic acceleration,  such obligations (whether or not due and
payable by UWLIC) shall  forthwith  become due and payable by Group for purposes
of this ARTICLE XVI.

     16.8 No delay on the part of the Agent or the  Lenders in the  exercise  of
any right,  power or remedy shall  preclude any further  exercise  thereof;  nor
shall any amendment,  supplement,  modification or waiver of any of the terms or
provisions of this guaranty be binding upon the Agent or the Lenders,  except as
expressly  set forth in a writing  duly  signed and  delivered  on the  Lenders'
behalf by the  Agent.  The  failure  by the Agent or the  Lenders at any time or
times hereafter to require strict provisions,  warranties,  terms and conditions
contained in any  promissory  note,  security  agreement,  agreement,  guaranty,
instrument or document now or at any time or times hereafter  executed  pursuant
to the terms of, or in connection  herewith,  by UWLIC or Group and delivered to
the Agent or the Lenders  shall not waive,  affect or diminish  any right of the
Agent or the Lenders at any time or times hereafter to demand strict performance
thereof,  and such right  shall not be deemed to have been  waived by any act or
knowledge of the Agent or the Lenders,  or their agents,  officers or employees,
unless such waiver is  contained  in an  instrument  in writing  duly signed and
delivered  on the  Lenders'  behalf by the Agent.  No waiver by the Agent or the
Lenders of any  default  shall  operate as a waiver of any other  default or the
same  default on a future  occasion,  and no action by the Agent or the  Lenders
permitted  hereunder  shall in any way  affect  or  impair  the  Agent's  or the
Lenders' rights or powers, or the obligations of Group under this guaranty.  Any
determination  by a  court  of  competent  jurisdiction  of  the  amount  of any
Guaranteed  Obligations  owing by UWLIC to the Lenders shall be  conclusive  and
binding on Group irrespective of whether Group was a party to the suit or action
in which such determination was made.

     16.9 In  addition  to and  without  limitation  of any  rights,  powers  or
remedies  of the Agent or the  Lenders  under  applicable  law,  any time  after
maturity of the Guaranteed  Obligations,  whether by  acceleration or otherwise,
the Agent or the Lenders may, in its or their sole discretion, with notice after
the fact to Group and regardless of the acceptance of any security or collateral
for the  payment  hereof,  appropriate  and  apply  toward  the  payment  of the
Guaranteed Obligations (a) any indebtedness due or to become due from any of the
Lenders to Group,  and (b) any moneys,  credits or other  property  belonging to
Group (including all account balances,  whether provisional or final and whether
or not collected or available) at any time held by or coming into the possession
of any of the Agent or any Lender whether for deposit or otherwise.

     16.10 This  guaranty  shall bind Group and its  successors  and assigns and
shall inure to the benefit of the Agent,  the Lenders and their  successors  and
assigns.  All  references  herein  to  UWLIC  shall be  deemed  to  include  its
successors and assigns including,  without  limitation,  a receiver,  trustee or
debtor in possession of or for UWLIC.

     16.11 It is understood that while the amount of the Guaranteed  Obligations
guaranteed hereby is not limited,  if in any action or proceeding  involving any
state,  federal or foreign  bankruptcy,  insolvency  or other law  affecting the
rights or creditors  generally,  this guaranty would be held or determined to be
void,  invalid  or  unenforceable  on  account  of the  amount of the  aggregate
liability under this guaranty, then, notwithstanding any other provision of this
guaranty to the contrary,  the aggregate amount of such liability shall, without
any  further  action  of  the  Agent,  the  Lenders  or  any  other  Person,  be
automatically  limited  and  reduced to the  highest  amount  which is valid and
enforceable as determined in such action or proceeding.

     16.12 This guaranty shall continue in effect until the date on which all of
the Guaranteed Obligations have been paid in full.

[signature pages to follow]


     IN WITNESS WHEREOF, the Borrowers,  the Lenders and the Agent have executed
this Agreement as of the date first above written.

                           
                                        AMERICAN MEDICAL SECURITY
                                        GROUP, INC.

                                        By:         /S/ GARY D. GUENGERICH
                                                 -------------------------------
                                        Title:   Executive Vice President, Chief
                                                 Financial Officer and Treasurer


                                        Address: 3100 AMS Boulevard
                                                 Green Bay, Wisconsin  54313
                                                 Attention:  Gary D. Guengerich
                                                 Telephone:  (920) 661-2486
                                                 Telecopy:   (920) 661-1095



                                        UNITED WISCONSIN LIFE INSURANCE COMPANY


                                        By:         /S/ GARY D. GUENGERICH
                                                 -------------------------------
                                        Title:   Vice President and Treasurer


                                        Address: 3100 AMS Boulevard
                                                 Green Bay, Wisconsin  54313
                                                 Attention: Gary D. Guengerich
                                                 Telephone: (920) 661-2486
                                                 Telecopy:  (920) 661-1095


<PAGE>



Commitments


$20,000,000                             THE FIRST NATIONAL BANK OF
                                        CHICAGO, Individually and as Agent

                                        By:         /S/ THOMAS W. DODDRIDGE
                                                 -------------------------------
                                        Title:   


                                        Address: One First National Plaza
                                                 Mail Suite 0085
                                                 Chicago, Illinois  60670
                                                 Attention: Thomas W.
                                                            Doddridge
                                                 Telephone:  (312) 732-3881
                                                 Telecopy:   (312) 732-4033


<PAGE>



$17,500,000                             FIRST UNION NATIONAL BANK, N.A.


                                        By:         /S/
                                                 -------------------------------
                                        Title:


                                        Address: 1339 Chestnut Street
                                                 Philadelphia, Pennsylvania
                                                 19107
                                                 Attention: H. David Tamimie
                                                 Telephone:  (215) 973-7021
                                                 Telecopy:   (215) 786-4114

<PAGE>



$17,500,000                             FLEET NATIONAL BANK

                                        By:         /S/ MILDRED CHAVARRIA JONES
                                                 -------------------------------
                                        Title:


                                        Address: 777 Main Street
                                                 Hartford, Connecticut 06115
                                                 Attention: Mildred Chavarria
                                                 Jones
                                                 Telephone:  (860) 986-2678
                                                 Telecopy:   (860) 986-1264
<PAGE>




$15,000,000                             M&I MARSHALL AND ILSLEY BANK

                                        By:         /S/ BRIAN D. BUECHE
                                                 -------------------------------
                                        Title:


                                        Address: 770 North Water Street
                                                 Milwaukee, Wisconsin  53202
                                                 Attention: Brian D. Bueche
                                                 Telephone: (414) 765-7613
                                                 Telecopy:  (414) 765-7625
              ------------

Aggregate     $70,000,000
Commitment
<PAGE>

<TABLE>


<CAPTION>

                                PRICING SCHEDULE

<S>                           <C>                   <C>                   <C>                   <C>    

============================  --------------------  --------------------  --------------------  =====================
APPLICABLE MARGIN             LEVEL I STATUS        LEVEL II STATUS       LEVEL III STATUS      LEVEL IV STATUS
============================  --------------------  --------------------  --------------------  =====================
<50% Usage                    0.60%                 0.675%                0.75%                 1.00%
============================  ====================  ====================  ====================  =====================
$50% Usage                    0.725%                0.80%                 0.875%                1.25%
============================  ====================  ====================  ====================  =====================

============================  ====================  ====================  ====================  ====================
APPLICABLE FEE RATE           LEVEL I STATUS        LEVEL II STATUS       LEVEL III STATUS      LEVEL IV STATUS
============================  ====================  ====================  ====================  ====================
============================  ====================  ====================  ====================  ====================
Facility Fee                  0.15%                 0.20%                 0.25%                 0.25%
============================  ====================  ====================  ====================  ====================
</TABLE>

     For the purposes of this Schedule,  the following  terms have the following
meanings, subject to the final paragraph of this Schedule:

     "Debt Coverage Ratio" means, as of any date of determination,  the ratio of
(a) Consolidated  Indebtedness of Group, to (b) the lesser of (i) ten percent of
UWLIC's Statutory  Surplus as of such date and (ii) UWLIC's aggregate  Statutory
Net  Income  for the  period  of four  Fiscal  Quarters  ending  on the  date of
determination,   without  regard  to  realized  capital  gains  in  such  period
(determined on a pre-tax basis) and determined without double counting.

     "Financials"  means the annual or quarterly  financial  statements of Group
delivered pursuant to SECTION 6.1(A) or (B).

     "Level I Status"  exists  at any date if, as of the last day of the  Fiscal
Quarter of Group  referred to in the most recent  Financials,  the Debt Coverage
Ratio is less than 1.5 to 1.00.

     "Level II  Status"  exists at any date if, as of the last day of the Fiscal
Quarter of Group  referred to in the most recent  Financials,  (a) Group has not
qualified for Level I Status and (b) the Debt Coverage Ratio is less than 2.5 to
1.00.

     "Level III Status"  exists at any date if, as of the last day of the Fiscal
Quarter of Group  referred to in the most recent  Financials,  (a) Group has not
qualified for Level I Status or Level II Status and (b) the Debt Coverage  Ratio
is less than 3.5 to 1.00.

     "Level IV Status" exists at any date if Group has not qualified for Level I
Status, Level II Status or Level III Status.

     "Status" means either Level I Status,  Level II Status, Level III Status or
Level IV Status.

     "Usage"  means,  as of any  date  of  determination,  (a)  the  outstanding
principal  amount of  Revolving  Loans and Swing Line Loans,  divided by (b) the
Aggregate Commitment.

     The  Applicable  Margin  and  Applicable  Fee Rate shall be  determined  in
accordance with the foregoing table based on the Status as reflected in the then
most  recent  Financials.  Adjustments,  if any,  to the  Applicable  Margin  or
Applicable  Fee Rate shall be  effective  five days after the Agent has received
the  applicable  Financials.  If the Borrowers fail to deliver the Financials to
the Agent at the time  required  pursuant to SECTION  6.1,  then the  Applicable
Margin  and  Applicable  Fee Rate  shall be the  highest  Applicable  Margin and
Applicable Fee Rate set forth in the foregoing  table until five days after such
Financials are so delivered.  Notwithstanding  the foregoing,  until January 31,
1999,  the  Applicable  Margin and Applicable Fee Rate shall be determined as if
Level III Status were in effect.

<PAGE>

                                                                       EXHIBIT A



                             COMPLIANCE CERTIFICATE


     I, _____________ certify that I am the  ______________________  of American
Medical  Security  Group,  Inc.  ("Group"),  and that as such I am authorized to
execute this  Compliance  Certificate on behalf of Group,  and DO HEREBY FURTHER
CERTIFY on behalf of Group that:

     1. I have  reviewed the terms of that certain  Amended and Restated  Credit
Agreement,  dated as of October 15, 1998,  among Group,  United  Wisconsin  Life
Insurance Company, the financial  institutions named therein (the "Lenders") and
The First National Bank of Chicago, as agent (the "Agent") and Swing Line Lender
(as amended, supplemented or modified from time to time, the "Credit Agreement")
and I have  made,  or have  caused to be made by  employees  or agents  under my
supervision,  a detailed review of the  transactions and conditions of Group and
its  Subsidiaries  (as this and other  capitalized  terms not defined herein are
defined in the Credit  Agreement)  during the  accounting  period covered by the
attached financial statements;

     2. The examinations  described in paragraph 1 did not disclose,  and I have
no knowledge  of, the  existence of any  condition or event which  constitutes a
Default  or  Unmatured  Default  during or at the end of the  accounting  period
covered  by  the  attached  financial  statements  or as of  the  date  of  this
Compliance Certificate, except as set forth below; and

     3. SCHEDULE I attached  hereto sets forth  financial data and  computations
evidencing compliance with the covenants set forth in Sections 6.11, 6.13, 6.14,
6.15 and 6.19 of the Credit  Agreement,  all of which data and  computations are
true, complete and correct.

     Described below are the exceptions,  if any, to paragraph 2 by listing,  in
detail,  the nature of the  condition or event,  the period  during which it has
existed and the action which the Borrower has taken,  is taking,  or proposes to
take with respect to each such condition or event:

         The foregoing certifications,  together with the computations set forth
in SCHEDULE I hereto and the financial statements delivered with this Compliance
Certificate  in  support  hereof,  are made and  delivered  this  ______  day of
______________, 19__.





                                        AMERICAN MEDICAL SECURITY GROUP, INC.

                                        By:


                                        Title:






<PAGE>

                                   SCHEDULE I

SECTION 6.11 -- INDEBTEDNESS

Indebtedness under Section 6.11(g):

         (a)  Permitted additional Indebtedness                     $10,000,000

         (b)  Actual outstanding additional Indebtedness            $___________


         (c)  Amount of (b) consisting of obligations  for borrowed $___________
              money (to be limited to $5,000,000)

SECTION 6.13 -- SALE OF ASSETS

Asset Dispositions for period from July 31, 1998 to date of determination:

         (a)  Permitted asset dispositions:

              10% of consolidated total assets of Group and its     $___________
              Subsidiaries as of the last day of preceding Fiscal Quarter*

         (b)  Actual asset dispositions for such period             $___________


     *Note:  must also  demonstrate (to the extent  calculable) that total asset
dispositions  for such period do not involve  Property which is responsible  for
more than 10% of the  consolidated  net  revenues or net income of Group and its
Subsidiaries  for the  12-month  period  ending as of the last day of the Fiscal
Quarter next preceding the date of determination.

SECTION 6.14 -- INVESTMENTS

1.       SECTION 6.14(A)(IV)(A)

         (a)  Permitted aggregate stock Acquisitions under          $75,000,000
              Section 6.14(a)(iv)(A)

         (b)  Actual aggregate stock Acquisitions under             $___________
              Section 6.14(a)(iv)(A)

2.       SECTION 6.14(A)(IV)(B) AND (B)(VI)

         (a)  Permitted aggregate Investments under                 $25,000,000
              Section 6.14(a)(iv)(B) and (b)(vi)

         (b)  Actual aggregate Investments:

              (i)  Non-stock consideration paid in connection with  $___________
                   Acquisitions under Section 6.14(a)(iv)(A)

              (ii) Investments made pursuant to Section 6.14(a)(iv)(B) $________

              (iii)Consideration   paid  in  connection   with      $___________
                   Investments made pursuant to Section 6.14(b)(v)

              (iv) Investments made pursuant to Section 6.14(b)(vi) $___________

              (v)  Sum of (i) through (iv)                          $___________


3.       SECTION 6.14(A)(V)

         (a)  Permitted aggregate Investments under                 $5,000,000
              Section 6.14(a)(v)

         (b)  Actual aggregate Investments under                    $___________
              Section 6.14(a)(v)

4.       SECTION 6.14(B)(III)

         For each Material Insurance Subsidiary:**

         (a)  Permitted aggregate Investments not otherwise
              permitted under Section 6.14(b):

              (i)  Statutory Capital and Surplus of such            $___________
                   Insurance Subsidiary

              (ii) .20 times (i)                                    $___________


         (b)  Actual aggregate Investments not otherwise permitted  $___________
              under Section 6.14(b)

-----------

     ** Also to be  calculated  for all  other  Insurance  Subsidiaries,  in the
aggregate, when aggregate Statutory Capital and Surplus exceeds $5,000,000.


SECTION 6.15 -- LIENS

Liens under Section 6.15(h):

         (a)  Permitted   aggregate   secured   Indebtedness        $10,000,000
              or   obligations

         (b)  Actual outstanding aggregate secured Indebtedness or  $___________
              obligations

SECTION 6.19.1 -- INTEREST COVERAGE RATIO

1.       Required Interest Coverage Ratio                           _____ to 1.0

2.       Actual Interest Coverage Ratio

         (a)  10% of UWLIC's Statutory Surplus                      $___________


         (b)  UWLIC's aggregate Statutory Net Income for the period $___________
              of four Fiscal Quarters  ending on the date of  
              determination, without  regard to realized  capital  
              gains in such period and determined without double counting

         (c)  Lesser of (a) and (b)                                 $___________


         (d)  Consolidated  Interest Expense of Group and its       $___________
              Subsidiaries for the period of four Fiscal  Quarters  
              ending on the date of determination (to be annualized 
              through June 30, 1999)

         (e)      Ratio of (c) to (d)                               _____ to 1.0
                                                                        


SECTION 6.19.2 -- LEVERAGE RATIO

1.       Required Leverage Ratio                                    0.30 to 1.0

2.       Actual Leverage Ratio:

         (a)  Consolidated Indebtedness of Group and its            $___________
              Subsidiaries

         (b)  Consolidated stockholders' equity of Group, determined $__________
              without giving effect to SFAS No. 115

         (c)  Sum of (a) plus (b)                                   $___________

         (d)  Ratio of (a) to (c)                                   _____ to 1.0
                                                                         

SECTION 6.19.3 -- CONSOLIDATED TANGIBLE NET WORTH

1.       Required Consolidated Tangible Net Worth:

         (a)  Group's Consolidated Tangible Net Worth on the date of $__________
              the Distribution after giving effect thereto

         (b)  .90 times (a)                                         $___________


         (c)  Greater of (b) and $128,000,000                       $___________


         (d)  Cumulative positive Consolidated Net Income of Group  $___________
              and its Subsidiaries for each Fiscal Quarter ending 
              after the date of the Distribution and on or prior to 
              the date of determination

         (e)  .50 TIMES (d)                                         $___________
                      

         (f)  Aggregate Net Available Proceeds received by Group or $___________
              or any of its Subsidiaries from the issuance of
              equity securities after the date of the Distribution

         (g)  .50 TIMES (f)                                         $___________
                    

         (h)  (c) PLUS (e) PLUS (g)                                 $___________


2.       Actual Consolidated Tangible Net Worth:

         (a)  Consolidated stockholders' equity of Group,           $___________
              determined without giving effect to SFAS No. 115

         (b)  Intangible assets, as specified in clause (b)         $___________
              of the definition of "Consolidated Tangible
              Net Worth"

         (c)  (a) LESS (b)                                          $___________



SECTION 6.19.4 -- RISK BASED CAPITAL

For each Material Insurance Subsidiary:

1.       Required Ratio of Total Adjusted Capital to                150%
         Company Action Level RBC

2.       Actual Ratio of Total Adjusted Capital to                  %___________
         Company Action Level RBC




<PAGE>


                                                                       EXHIBIT B

                                     FORM OF
                              ASSIGNMENT AGREEMENT


     This   Assignment   Agreement   (this   "Assignment   Agreement")   between
_______________________________           (the          "Assignor")          and
_______________________________    (the    "Assignee")    is    dated    as   of
____________________, . The parties hereto agree as follows:

     1.  PRELIMINARY  STATEMENT.  The  Assignor  is a party  to an  Amended  and
Restated Credit Agreement (which, as it may be amended, supplemented,  modified,
renewed or extended from time to time is herein  called the "Credit  Agreement")
described in Item 1 of SCHEDULE 1 attached  hereto.  Capitalized  terms used but
not otherwise  defined  herein shall have the meanings  ascribed  thereto in the
Credit Agreement.

     2. ASSIGNMENT AND ASSUMPTION.  The Assignor hereby sells and assigns to the
Assignee,  and the Assignee hereby  purchases and assumes from the Assignor,  an
interest  in and to the  Assignor's  rights  and  obligations  under the  Credit
Agreement  such that after giving effect to such  assignment  the Assignee shall
have purchased  pursuant to this  Assignment  Agreement the percentage  interest
specified  in Item 3 of  SCHEDULE 1 of all  outstanding  rights and  obligations
under the Credit  Agreement  relating to the Loans and the other Loan Documents.
The  aggregate  Commitment  (or Loans,  if the  applicable  Commitment  has been
terminated)  purchased  by the  Assignee  hereunder  is set  forth  in Item 4 of
SCHEDULE 1.

     3. EFFECTIVE  DATE. The effective  date of this  Assignment  Agreement (the
"Effective Date") shall be the later of the date specified in Item 5 of SCHEDULE
1 or two Business  Days (or such shorter  period agreed to by the Agent) after a
Notice of Assignment  substantially in the form of EXHIBIT I attached hereto has
been delivered to the Agent. Such Notice of Assignment must include any consents
required to be delivered to the Agent  pursuant to Section  12.3.1 of the Credit
Agreement. In no event will the Effective Date occur if the payments required to
be made by the Assignee to the Assignor on the  Effective  Date under  SECTION 4
hereof are not made on the proposed Effective Date. The Assignor will notify the
Assignee of the proposed  Effective Date no later than the Business Day prior to
the proposed  Effective  Date. As of the Effective  Date, (a) the Assignee shall
have the  rights  and  obligations  of a Lender  under the Loan  Documents  with
respect to the rights and obligations  assigned to the Assignee  hereunder,  and
(b)  the  Assignor  shall  relinquish  its  rights  and  be  released  from  its
corresponding  obligations  under the Loan  Documents with respect to the rights
and obligations assigned to the Assignee hereunder.

     4. PAYMENT OBLIGATIONS. On and after the Effective Date, the Assignee shall
be entitled to receive  from the Agent all payments of  principal,  interest and
fees with respect to the interest  assigned  hereby.  The Assignee shall advance
funds directly to the Agent with respect to all Loans and reimbursement payments
made on or after  the  Effective  Date with  respect  to the  interest  assigned
hereby.  [In consideration  for the sale and assignment of Loans hereunder,  (a)
the Assignee shall pay the Assignor,  on the Effective  Date, an amount equal to
the principal  amount of the portion of all Floating  Rate Advances  assigned to
the Assignee hereunder,  and (b) with respect to each Eurodollar Advance made by
the Assignor and assigned to the Assignee  hereunder which is outstanding on the
Effective  Date, (i) on the last day of the Interest  Period  therefor,  (ii) on
such earlier date agreed to by the  Assignor and the  Assignee,  or (iii) on the
date on which any such Eurodollar Advance either becomes due (by acceleration or
otherwise)  or is prepaid (the date as described in the  foregoing  clauses (i),
(ii) or (iii) being hereinafter referred to as the "Payment Date"), the Assignee
shall pay the Assignor an amount equal to the principal amount of the portion of
such  Eurodollar  Advance  assigned to the Assignee  which is outstanding on the
Payment Date.  If the Assignor and the Assignee  agree that the Payment Date for
such  Eurodollar  Advance shall be the Effective  Date,  they shall agree to the
interest rate applicable to the portion of such Loan assigned  hereunder for the
period  from  the  Effective  Date to the end of the  existing  Interest  Period
applicable  to such  Eurodollar  Advance  (the "Agreed  Interest  Rate") and any
interest received by the Assignee in excess of the Agreed Interest Rate shall be
remitted  to the  Assignor.  In the  event  interest  for the  period  from  the
Effective  Date to but not  including the Payment Date is not paid by Group with
respect  to any  Eurodollar  Advance  sold  by  the  Assignor  to  the  Assignee
hereunder,  the Assignee  shall pay to the Assignor  interest for such period on
the portion of such  Eurodollar  Advance  sold by the  Assignor to the  Assignee
hereunder at the applicable rate provided by the Credit Agreement.  In the event
a prepayment of any Eurodollar Advance which is existing on the Payment Date and
assigned by the Assignor to the Assignee hereunder occurs after the Payment Date
but before the end of the Interest Period applicable to such Eurodollar Advance,
the Assignee  shall remit to the Assignor the excess of the  prepayment  penalty
paid with  respect to the  portion of such  Eurodollar  Advance  assigned to the
Assignee hereunder over the amount which would have been paid if such prepayment
penalty was calculated based on the Agreed Interest Rate. The Assignee will also
promptly  remit to the Assignor (x) any  principal  payments  received  from the
Agent with respect to Eurodollar Advances prior to the Payment Date, and (y) any
amounts of interest on Loans and fees  received  from the Agent which  relate to
the portion of the Loans assigned to the Assignee hereunder for periods prior to
the Effective  Date, in the case of Floating Rate Loans, or the Payment Date, in
the case of Eurodollar  Loans,  and not  previously  paid by the Assignee to the
Assignor.]* In the event that either party hereto  receives any payment to which
the other party hereto is entitled  under this  Assignment  Agreement,  then the
party receiving such amount shall promptly remit it to the other party hereto.

     * Each Assignor may insert its standard  payment  provisions in lieu of the
payment terms included in this Exhibit.

     5. FEES PAYABLE BY THE ASSIGNEE.  The Assignee  shall pay to the Assignor a
fee on each day on which a payment of interest  or  facility  fees is made under
the Credit  Agreement  with  respect to the  amounts  assigned  to the  Assignee
hereunder  (other than a payment of  interest  or  facility  fees for the period
prior to the  Effective  Date or, in the case of Eurodollar  Loans,  the Payment
Date,  which the Assignee is  obligated  to deliver to the Assignor  pursuant to
SECTION 4 hereof).  The amount of such fee shall be the  difference  between (a)
the interest or fee, as applicable, paid with respect to the amounts assigned to
the Assignee  hereunder and (b) the interest or fee, as applicable,  which would
have been paid with respect to the amounts assigned to the Assignee hereunder if
each interest rate was of 1% less than the interest rate paid by the  applicable
Borrower or if the facility fee was of 1% less than the facility fee paid by the
applicable Borrower, as applicable. In addition, the Assignee agrees to pay % of
the  recordation  fee required to be paid to the Agent in  connection  with this
Assignment Agreement.

     6.   REPRESENTATIONS  OF  THE  ASSIGNOR;   LIMITATIONS  ON  THE  ASSIGNOR'S
LIABILITY.  The  Assignor  represents  and  warrants  that it is the  legal  and
beneficial  owner of the interest  being  assigned by it hereunder and that such
interest is free and clear of any adverse claim  created by the Assignor.  It is
understood  and agreed that the  assignment  and  assumption  hereunder are made
without  recourse  to  the  Assignor  and  that  the  Assignor  makes  no  other
representation or warranty of any kind to the Assignee. Neither the Assignor nor
any  of its  officers,  directors,  employees,  agents  or  attorneys  shall  be
responsible  for (a)  the due  execution,  legality,  validity,  enforceability,
genuineness,  sufficiency or  collectibility  of any Loan  Document,  including,
without  limitation,  documents  granting the  Assignor and the other  Lenders a
security  interest  in assets  of  either  Borrower  or any  guarantor,  (b) any
representation,  warranty or statement made in or in connection  with any of the
Loan  Documents,  (c) the  financial  condition  or  creditworthiness  of either
Borrower or any guarantor,  (d) the performance of or compliance with any of the
terms or  provisions of any of the Loan  Documents,  (e)  inspecting  any of the
Property, books or records of either Borrower, (f) the validity, enforceability,
perfection, priority, condition, value or sufficiency of any collateral securing
or purporting  to secure the Loans,  or (g) any mistake,  error of judgment,  or
action  taken or  omitted to be taken in  connection  with the Loans or the Loan
Documents.

     7.  REPRESENTATIONS OF THE ASSIGNEE.  The Assignee (a) confirms that it has
received a copy of the Credit  Agreement,  together with copies of the financial
statements requested by the Assignee and such other documents and information as
it has deemed  appropriate to make its own credit analysis and decision to enter
into this  Assignment  Agreement,  (b) agrees  that it will,  independently  and
without  reliance upon the Agent,  the Assignor or any other Lender and based on
such  documents  and  information  as it shall  deem  appropriate  at the  time,
continue to make its own credit  decisions in taking or not taking  action under
the Loan Documents, (c) appoints and authorizes the Agent to take such action as
agent on its behalf and to exercise such powers under the Loan  Documents as are
delegated to the Agent by the terms  thereof,  together  with such powers as are
reasonably  incidental  thereto,  (d) agrees that it will perform in  accordance
with their terms all of the obligations which by the terms of the Loan Documents
are  required  to be  performed  by it as a Lender,  (e) agrees that its payment
instructions  and  notice  instructions  are as set forth in the  attachment  to
SCHEDULE  1, (f)  confirms  that  none of the  funds,  monies,  assets  or other
consideration being used to make the purchase and assumption hereunder are "plan
assets" as defined  under ERISA and that its rights,  benefits and  interests in
and under the Loan  Documents  will not be "plan assets"  under ERISA,  [and (g)
attaches  the forms  prescribed  by the Internal  Revenue  Service of the United
States  certifying  that the Assignee is entitled to receive  payments under the
Loan  Documents  without  deduction or  withholding of any United States federal
income taxes].*

     * to be inserted if the Assignee is not incorporated  under the laws of the
United States, or a state thereof.

     8.  INDEMNITY.  The  Assignee  agrees to  indemnify  and hold the  Assignor
harmless  against any and all losses,  costs and  expenses  (including,  without
limitation, reasonable attorneys' fees) and liabilities incurred by the Assignor
in connection with or arising in any manner from the Assignee's  non-performance
of the obligations assumed under this Assignment  Agreement.  The obligations of
the  Assignee  under this  SECTION 7 shall  survive  the  payment of all amounts
hereunder and the termination of this Agreement.

     9.  SUBSEQUENT  ASSIGNMENTS.  After the Effective  Date, the Assignee shall
have the right  pursuant to and in  accordance  with  Section 12.3 of the Credit
Agreement to assign the rights  which are assigned to the Assignee  hereunder to
any entity or person; PROVIDED, that (a) any such subsequent assignment does not
violate any of the terms and  conditions of the Loan Documents or any law, rule,
regulation,  order,  writ,  judgment,  injunction or decree and that any consent
required under the terms of the Loan Documents has been obtained, and (b) unless
the prior  written  consent of the  Assignor is  obtained,  the  Assignee is not
thereby released from its obligations to the Assignor  hereunder,  if any remain
unsatisfied, including, without limitation, its obligations under SECTIONS 4, 5,
6, 7 and 8 hereof.

     10. REDUCTIONS OF AGGREGATE  COMMITMENT.  If any reduction in the Aggregate
Commitment  occurs  between  the  date  of  this  Assignment  Agreement  and the
Effective Date, the percentage  interest specified in Item 3 of SCHEDULE 1 shall
remain the same, but the dollar amount purchased shall be recalculated  based on
the reduced Aggregate Commitment.

     11. ENTIRE AGREEMENT.  This Assignment Agreement and the attached Notice of
Assignment  embody the entire  agreement and  understanding  between the parties
hereto and supersede all prior agreements and understandings between the parties
hereto relating to the subject matter hereof.

     12.  GOVERNING  LAW.  THIS  ASSIGNMENT  AGREEMENT  SHALL BE GOVERNED BY THE
INTERNAL LAWS,  WITHOUT REGARD TO CONFLICT OF LAWS  PROVISIONS,  OF THE STATE OF
ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

     13. NOTICES.  Notices shall be given under this Assignment Agreement in the
manner set forth in the Credit Agreement.  For the purpose hereof, the addresses
of the  parties  hereto  (until  notice of a change is  delivered)  shall be the
address set forth in the attachment to SCHEDULE 1.


[signature page to follow]


     IN WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Assignment
Agreement by their duly authorized officers as of the date first above written.


                                                      [NAME OF ASSIGNOR]


                                                      By:

                                                      Title:





                                                      [NAME OF ASSIGNEE]


                                                      By:

                                                      Title:







<PAGE>


                                                      
                                   SCHEDULE 1
                             TO ASSIGNMENT AGREEMENT


1.       Description and Date of Credit Agreement:

         That certain Amended and Restated Credit  Agreement dated as of October
         15, 1998 among American Medical Security Group,  Inc., United Wisconsin
         Life Insurance  Company,  the financial  institutions named therein and
         The First National Bank of Chicago, as Agent and Swing Line Lender.

2.       Date of Assignment Agreement:    ______________, 19__

3.       Amounts (As of Date of Item 2 above):

         (a)      Total of Commitments (Loans)*
                  under Credit Agreement                            $___________

         (b)      Assignee's percentage of the
                  (Loans)* Commitments purchased
                  under the Assignment Agreement**                  __________ %

4.       Assignee's aggregate (Loan amount)*
         Commitment amount purchased hereunder:                     $___________

5.       Proposed Effective Date:


Accepted and Agreed:

[NAME OF ASSIGNOR]                                  [NAME OF ASSIGNEE]


By:                                                 By:

Title:                                              Title:



 *       If a Commitment has been terminated, insert outstanding Loans in 
         place of Commitment

**       Percentage taken to 10 decimal places



<PAGE>


                ATTACHMENT TO SCHEDULE 1 TO ASSIGNMENT AGREEMENT


               Attach Assignor's Administrative Information Sheet,
               which must include notice address for the Assignor
                                and the Assignee

                            (sample form shown below)

ASSIGNOR INFORMATION

CONTACT:

Name:
Telephone No.:
Fax No:

PAYMENT INFORMATION:

Name & ABA No. of Destination Bank:
Account Name & Number for Wire Transfer:
Other Instructions:



ADDRESS FOR NOTICES FOR ASSIGNOR:



ASSIGNEE INFORMATION

CREDIT CONTACT:

Name:
Telephone No.:
Fax No:


KEY OPERATIONS CONTACTS:

Booking Installation:
Name:
Telephone No.:
Fax No:





PAYMENT INFORMATION:

Name & ABA No. of Destination Bank:
Account Name & Number for Wire Transfer:
Other Instructions:

ADDRESS FOR NOTICES FOR ASSIGNEE:



                                FNBC INFORMATION

              Assignee will be called promptly upon receipt of the
                               signed agreement.


INITIAL FUNDING CONTACT:            SUBSEQUENT OPERATIONS CONTACT:

Name:                               Name:
Telephone No.: (312) 732-           Telephone No.: (312) 732-
Fax No.: (312) 732-                 Fax No.: (312) 732-


                           INITIAL FUNDING STANDARDS


                    LIBOR - Fund 2 days after rates are set.

FNBC WIRE INSTRUCTIONS:

The First National Bank of Chicago, ABA #071000013 BNF = 7521-7653/DES, Ref:

ADDRESS FOR NOTICES FOR FNBC:

One First National Plaza
Chicago, IL  60670
Attn:    Agency/Compliance Division
         Suite 0353
         Fax No. (312) 732-2038 or (312) 732-4339


<PAGE>


                                    EXHIBIT I
                             TO ASSIGNMENT AGREEMENT


                              NOTICE OF ASSIGNMENT

                                                          _____________ __, ____

To:      American Medical Security Group, Inc.
         3100 AMS Boulevard
         Green Bay, Wisconsin 54313

         The First National Bank of Chicago
         One First National Plaza
         Chicago, IL  60670

From:    [NAME OF ASSIGNOR] (the "Assignor")

                  [NAME OF ASSIGNEE] (the "Assignee")


     1. We refer to the Amended  and  Restated  Credit  Agreement  (the  "Credit
Agreement") described in Item 1 of SCHEDULE 1 attached hereto. Capitalized terms
used herein and not otherwise  defined  herein or in such consent shall have the
meanings attributed to them in the Credit Agreement.

     2. This Notice of  Assignment  (this  "Notice")  is given and  delivered to
Group and the Agent pursuant to Section 12.3.2 of the Credit Agreement.

     3. The Assignor and the Assignee have entered into an Assignment Agreement,
dated as of , (the  "Assignment"),  pursuant to which,  among other things,  the
Assignor has sold, assigned,  delegated and transferred to the Assignee, and the
Assignee has  purchased,  accepted and assumed from the Assignor the  percentage
interest  specified  in Item 3 of  SCHEDULE  1 of all  outstanding,  rights  and
obligations under the Credit Agreement relating to the facilities listed in Item
3 of SCHEDULE 1, including,  without limitation, such interest in the Assignor's
Commitment (if applicable) and the Loans owing to the Assignor  relating to such
facilities. The effective date of the Assignment (the "Effective Date") shall be
the later of the date specified in Item 5 of SCHEDULE 1 or two Business Days (or
such shorter  period as agreed to by the Agent) after this Notice of  Assignment
and any consents and fees  required by Sections  12.3.1 and 12.3.2 of the Credit
Agreement  have been delivered to the Agent;  PROVIDED,  that the Effective Date
shall not occur if any  condition  precedent  agreed to by the  Assignor and the
Assignee has not been satisfied.

     4. The Assignor and the Assignee  hereby give to Group and the Agent notice
of the assignment and  delegation  referred to herein.  The Assignor will confer
with the Agent before the date specified in Item 5 of SCHEDULE 1 to determine if
the Assignment  Agreement will become effective on such date pursuant to SECTION
3 hereof and will confer with the Agent to determine the Effective Date pursuant
to SECTION 3 hereof if it occurs thereafter. The Assignor shall notify the Agent
if the Assignment does not become effective on any proposed  Effective Date as a
result of the  failure  to satisfy  the  conditions  precedent  agreed to by the
Assignor and the Assignee.  At the request of the Agent,  the Assignor will give
the Agent written confirmation of the satisfaction of the conditions precedent.

     5. The  Assignor  or the  Assignee  shall pay to the Agent on or before the
Effective Date the  processing  fee of $3,500  required by Section 12.3.2 of the
Credit Agreement.

     6. If Notes are  outstanding  on the Effective  Date,  the Assignor and the
Assignee  request and direct  that the Agent  prepare and cause Group to execute
and deliver new Notes or, as appropriate, replacement Notes, to the Assignor and
the  Assignee.  The Assignor  and, if  applicable,  the  Assignee  each agree to
deliver  to the Agent the  original  Notes  received  by it from  Group upon its
receipt of new Notes in the appropriate amount.

     7. The Assignee advises the Agent that notice and payment  instructions are
set forth in the attachment to SCHEDULE 1.

     8. Each party  consenting to the  Assignment in the space  indicated  below
hereby releases the Assignor from any obligations to it which have been assigned
to the Assignee.  The Assignee  hereby  represents and warrants that none of the
funds,  monies,  assets or other  consideration  being used to make the purchase
pursuant to the Assignment are "plan assets" as defined under ERISA and that its
rights, benefits and interests in and under the Loan Documents will not be "plan
assets" under ERISA.

     9. The  Assignee  authorizes  the Agent to act as its agent  under the Loan
Documents in accordance with the terms thereof.  The Assignee  acknowledges that
the Agent has no duty to supply  information  with respect to either Borrower or
the Loan  Documents  to the Assignee  until the Assignee  becomes a party to the
Credit Agreement.

[NAME OF ASSIGNOR]                          [NAME OF ASSIGNEE]


By:                                         By:

Title:                                      Title:




<PAGE>


ACKNOWLEDGED AND CONSENTED TO       [ACKNOWLEDGED AND CONSENTED
BY THE FIRST NATIONAL BANK OF       TO BY AMERICAN MEDICAL SECURITY
CHICAGO, as agent                   GROUP, INC.]


By:                                 By:

Title:                              Title:



                 [Attach photocopy of Schedule 1 to Assignment]




<PAGE>


                                                                       EXHIBIT C
                                     FORM OF
                                 REVOLVING NOTE



$________________                                         Dated: October 15,1998


     FOR VALUE RECEIVED,  American Medical Security Group, Inc. (the "Borrower")
HEREBY  PROMISES  TO PAY to the order of  ________________  (the  "Lender")  the
principal sum of  ________________  United States Dollars  ($_____) or, if less,
the aggregate  unpaid principal amount of the Revolving Loans made by the Lender
to the Borrower  pursuant to SECTION 2.1 of the Credit Agreement (as hereinafter
defined),  on or before the Facility Termination Date;  together,  in each case,
with interest on any and all principal  amounts  remaining unpaid hereunder from
time to time.  Interest upon the unpaid  principal amount hereof shall accrue at
the rates,  shall be  calculated in the manner and shall be payable on the dates
set forth in the Credit  Agreement.  After maturity,  whether by acceleration or
otherwise,  accrued  interest  shall be payable upon demand.  Both principal and
interest shall be payable in accordance  with the Credit  Agreement to The First
National Bank of Chicago, as Agent (the "Agent") on behalf of the Lender, at its
main office in Chicago,  Illinois in immediately  available funds. The Revolving
Loans made by the Lender to the Borrower  pursuant to the Credit  Agreement  and
all payments on account of principal hereof shall be recorded by the Lender and,
prior to any transfer  thereof,  endorsed on SCHEDULE A attached hereto which is
part of this Revolving Note or otherwise in accordance with its usual practices;
PROVIDED, HOWEVER, that the failure to so record shall not affect the Borrower's
obligations under this Revolving Note.

     This  Revolving Note is a Revolving Note referred to in, and is entitled to
the benefits of, the Amended and Restated  Credit  Agreement dated as of October
15, 1998 by and among the Borrower, United Wisconsin Life Insurance Company, the
financial  institutions  signatory thereto  (including the Lender) and the Agent
(as amended, modified or supplemented from time to time, the "Credit Agreement")
and the other Loan Documents.  Capitalized  terms used but not otherwise defined
herein  shall  have the  respective  meanings  ascribed  thereto  in the  Credit
Agreement.  The Credit Agreement,  among other things,  contains  provisions for
acceleration  of the maturity hereof upon the happening of certain stated events
and also for  prepayments  on account of principal  hereof prior to the maturity
hereof upon the terms and conditions therein specified.

     The Borrower hereby waives  presentment,  demand,  protest or notice of any
kind in connection with this Revolving Note.

     THIS REVOLVING NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS,  WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS,  OF THE STATE
OF ILLINOIS BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

                                           AMERICAN MEDICAL SECURITY GROUP, INC.


                                           By:


                                           Title:





<PAGE>


                                                                      SCHEDULE A

                              Revolving Credit Note

                             dated October 15, 1998

                             payable to the order of

                                    [LENDER]
<TABLE>
<CAPTION>


--------------------------------------------------------------------------------------------------------------------

                                                 PRINCIPAL PAYMENTS

<S>                      <C>                    <C>                    <C>                    <C>    
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
                          Amount of Principal    Amount of Principal     Unpaid Principal
                               BORROWED                REPAID                 BALANCE               Notation
DATE                                                                                                 MADE BY
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
------------------------ ---------------------- ---------------------- ---------------------- ----------------------


</TABLE>





<PAGE>


                                                                       EXHIBIT D

                                     FORM OF
                                 SWING LINE NOTE



$____________                                            Dated: October 15, 1998


     FOR  VALUE  RECEIVED,  [American  Medical  Security  Group,  Inc.]  [United
Wisconsin Life Insurance Company] (the "Borrower") HEREBY PROMISES TO PAY to the
order of The First  National  Bank of Chicago  (the  "Swing  Line  Lender")  the
principal sum of _________  United States Dollars  ($_________) or, if less, the
aggregate unpaid principal amount of the Swing Line Loans made by the Swing Line
Lender to the  Borrower  pursuant to SECTION  2.11 of the Credit  Agreement  (as
hereinafter  defined),  on or before the Facility Termination Date; together, in
each case,  with  interest on any and all  principal  amounts  remaining  unpaid
hereunder from time to time.  Interest upon the unpaid  principal  amount hereof
shall  accrue at the  rates,  shall be  calculated  in the  manner  and shall be
payable on the dates set forth in the Credit Agreement.  After maturity, whether
by  acceleration  or otherwise,  accrued  interest shall be payable upon demand.
Both  principal  and  interest  shall be payable in  accordance  with the Credit
Agreement  to The First  National  Bank of  Chicago,  as Agent (the  "Agent") on
behalf of the Swing Line  Lender,  at its main  office in  Chicago,  Illinois in
immediately available funds.

     This Swing Line Note is a Swing Line Note  referred  to in, and is entitled
to the  benefits  of, the  Amended and  Restated  Credit  Agreement  dated as of
October 15, 1998 by and among the Borrower,  [United  Wisconsin  Life  Insurance
Company]  [American  Medical Security Group,  Inc.], the financial  institutions
signatory  thereto  (including the Swing Line Lender) and the Agent (as amended,
modified or  supplemented  from time to time,  the "Credit  Agreement")  and the
other Loan Documents.  Capitalized  terms used but not otherwise  defined herein
shall have the respective meanings ascribed thereto in the Credit Agreement. The
Credit Agreement,  among other things,  contains  provisions for acceleration of
the maturity  hereof upon the  happening of certain  stated  events and also for
prepayments on account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified.

     The Borrower hereby waives  presentment,  demand,  protest or notice of any
kind in connection with this Swing Line Note.

     THIS SWING LINE NOTE SHALL BE  GOVERNED  BY, AND  CONSTRUED  IN  ACCORDANCE
WITH, THE INTERNAL LAWS,  WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS,  OF THE
STATE OF  ILLINOIS  BUT GIVING  EFFECT TO FEDERAL  LAWS  APPLICABLE  TO NATIONAL
BANKS.

                                         [AMERICAN MEDICAL SECURITY GROUP, INC.]
                                         [UNITED WISCONSIN LIFE INSURANCE
                                         COMPANY]


                                         By:


                                         Title: