EXHIBIT 10

                      AMERICAN MEDICAL SECURITY GROUP, INC.
                           RESTRICTED STOCK AGREEMENT


     THIS  RESTRICTED   STOCK   AGREEMENT,   dated  as  of  July  9,  2001  (the
"Agreement"),  is made by and between American  Medical Security Group,  Inc., a
Wisconsin  corporation  ("AMSG" or the  "Company"),  and Samuel V.  Miller  (the
"Executive").


                                    RECITALS

     WHEREAS,  AMSG  believes  it to be in the  best  interests  of AMSG and its
shareholders  to provide an incentive  for certain of its key  employees to work
for and manage the  affairs  of AMSG in such a way that its shares  become  more
valuable; and

     WHEREAS, the Executive is a key employee of the Company performing valuable
services for AMSG; and

     WHEREAS,  the  Executive  has  agreed to  surrender  for  cancellation  the
nonqualified stock options granted to him on December 6, 1995,  representing the
right to purchase  198,019  shares of common stock of AMSG,  and on December 17,
1996,  representing  the right to purchase 245,838 shares of the common stock of
AMSG under the Company's Equity Incentive Plan (the "Stock Options"); and

     WHEREAS,  the Company has consulted  with outside  experts  concerning  the
value of the Stock Options and the  "Restricted  Stock" (as defined below) as of
the date hereof; and

     WHEREAS,  it is in the  best  interests  of AMSG  and its  shareholders  to
recognize the  Executive's  willingness to surrender the Stock Options,  thereby
increasing  the number of shares of common stock  available  for grant under the
American  Medical  Security  Group,  Inc.  Equity  Incentive  Plan (the  "Equity
Incentive Plan"), and to reward the Executive for his past service,  loyalty and
counsel and to provide an  inducement  to encourage  the  Executive's  continued
efforts to increase shareholder value on behalf of AMSG.

     NOW,  THEREFORE,  in consideration of these premises and the services to be
performed  by the  Executive,  AMSG hereby  grants the  Restricted  Stock to the
Executive on the terms and conditions hereinafter set forth.

     1. GRANT.  AMSG hereby  grants and issues to the  Executive,  as of July 9,
2001 (the "Grant Date"),  from the Company's  treasury  stock,  25,000 shares of
AMSG  common  stock,  no  par  value,  subject  to  the  rights,   restrictions,
obligations  and  limitations  set forth herein (the  "Restricted  Stock").  The
Restricted  Stock  grant  covered by this  Agreement  is not made  under  Equity
Incentive Plan.

     2.  CONSIDERATION.  In return  for the  Company's  grant of the  Restricted
Stock,  the Executive  agrees to, and by execution of this Agreement does, as of
the Grant Date, surrender the Stock Options for cancellation.


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     3.  RESTRICTIONS.  The  Restricted  Stock shall be forfeitable as described
below until the shares  become  vested upon the first to occur of the  following
events:

     (a)  Five (5)  years  from the  Grant  Date,  provided  that the  Executive
          remains continuously employed by AMSG through such date.

     (b)  The date on which  shares of AMSG common  stock have traded at a price
          equal to or  exceeding  $10.25  per  share  for ten  (10)  consecutive
          trading days on the New York Stock  Exchange or such other  securities
          exchange or market on which AMSG's shares may then be traded, provided
          that the Executive remains continuously  employed by AMSG through such
          date.

     (c)  The  termination of the  Executive's  employment with the Company or a
          subsidiary by reason of total  Disability or death,  provided that the
          Executive remains continuously employed by AMSG through such date.

     (d)  The  occurrence  of a Change of Control of AMSG while the Executive is
          employed by AMSG.

     (e)  The Executive's  involuntary termination by the Company other than for
          Cause,  provided that the Executive remains  continuously  employed by
          AMSG through such date.

     The period of time during which the shares covered by this Restricted Stock
grant  are  forfeitable  is  referred  to as  the  "Restricted  Period."  If the
Executive's  employment with AMSG or one of its subsidiaries  terminates  during
the  Restricted  Period for any reason other than as specified in subsection (c)
or (e) above,  the  Restricted  Stock shall be  forfeited to AMSG on the date of
such termination,  without any further  obligations of AMSG to the Executive and
all  rights  of the  Executive  with  respect  to  the  Restricted  Stock  shall
terminate. AMSG may, in its sole discretion, choose to accelerate the vesting of
the  Restricted  Stock  upon  termination  of  the  Executive's   employment  or
otherwise.

     For purposes of this Agreement, the terms "Cause," "Disability," "Change of
Control"  shall have the same  meanings as provided in that  certain  Employment
Agreement  between American  Medical Security Group,  Inc. and Samuel V. Miller,
effective as of September 28, 2000.

     4. RIGHTS DURING  RESTRICTED  PERIOD.  During the  Restricted  Period,  the
Executive shall have the right to vote the Restricted  Stock and to receive cash
dividends. If any stock dividend is declared upon the Restricted Stock, or there
is any  stock  split,  stock  distribution,  or other  change  in the  corporate
structure of the Company with respect to the  Restricted  Stock,  the  aggregate
number  and kind of shares  covered  by this  Restricted  Stock  grant  shall be
proportionately  and  appropriately  adjusted  (subject to the same restrictions
applicable to the original  shares of Restricted  Stock) and the price per share
in Section 3(b) above shall be proportionately and appropriately  adjusted.  The
Restricted Stock may not be sold, assigned, transferred,  pledged, encumbered or
otherwise  disposed of prior to  vesting,  except by will or the laws of descent
and distribution.

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     5. CUSTODY.  The Restricted  Stock issued the Employee  hereunder  shall be
held, along with any stock dividends and other non-cash  distributions  relating
thereto,  in  custody  by  AMSG  or an  agent  for  AMSG  until  the  applicable
restrictions have expired.  Certificates representing shares of Restricted Stock
and any such stock dividends or distributions during the Restricted Period shall
bear an  appropriate  legend as determined by AMSG  referring to the  applicable
terms,  conditions and  restrictions  and the Executive  shall deliver a signed,
blank stock power to AMSG relating thereto.

     6.  TAX  WITHHOLDING.   The  Executive  may  satisfy  any  tax  withholding
obligations  arising as a result of vesting of the Restricted  Stock in whole or
in part by  tendering a check to AMSG for any  required  amount,  by election to
have a portion  of the  shares  withheld  to  satisfy  all or a  portion  of any
applicable  taxes, or by election to have AMSG or its subsidiaries  withhold the
required amounts from other compensation payable to the Executive.

     7. REGISTRATION  RIGHT.  Unless the Executive is otherwise eligible to sell
the  shares  under  Rule 144 of the  Securities  Act of 1933,  as  amended,  the
Executive  may request  that the  Company  register  the shares  covered by this
Restricted  Stock Agreement at any time after the applicable  restrictions  have
lapsed. As soon as practicable  following Executive's request, the Company shall
take all steps reasonably necessary to register the shares, or, at the Company's
option,  shall  repurchase  the shares from the  Executive at the average of the
closing  prices  of AMSG  common  stock on the  five  consecutive  trading  days
immediately preceding the date of the Executive's request.

     8. IMPACT OF OTHER  BENEFITS.  The value of the  Restricted  Stock  granted
hereunder,  either on the Grant Date or at the time such shares  become  vested,
shall not be included as  compensation  or  earnings  for  purposes of any other
benefit plan or program offered by AMSG or its subsidiaries.

     9.  ENTIRE  AGREEMENT.  This  Agreement  constitutes  the entire  agreement
between the  parties,  may be amended  only in writing  with the consent of both
parties, and shall be binding upon the parties hereto,  their heirs,  executors,
administrators,   successors  and  assigns,  including  any  successor  of  AMSG
resulting  from  a  direct  or  indirect  purchase,  merger,  consolidation,  or
otherwise, of all or substantially all of the business and/or assets of AMSG.

     10. AMSG AFFILIATES.  For purposes of the Agreement  (including the vesting
provisions in Section 3 of the  Agreement),  employment  with AMSG shall include
employment  with any AMSG  Affiliate  (as such  term is  defined  in the  Equity
Incentive Plan), and a transfer of the Executive's employment among AMSG and any
of its  Affiliates  shall  not  be  deemed  a  termination  of  the  Executive's
employment.

     11. EXECUTIVE'S EMPLOYMENT.  Nothing in this Agreement shall interfere with
or limit in any way the right of AMSG to terminate the executive's employment at
any time,  nor confer upon the  Executive any right to continue in the employ of
AMSG for any given period or upon any specific terms or conditions.

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     12. GOVERNING LAW. This Agreement shall be construed in accordance with and
governed  by the  internal  laws of the State of  Wisconsin  to the  extent  not
preempted by federal law.

     13.  REQUIREMENTS  OF LAW.  The  issuance  of  Restricted  Stock under this
Agreement shall be subject to all applicable laws,  rules, and regulations,  and
to any approvals by governmental  agencies or national  securities  exchanges as
may be  required,  and the parties  shall make a good faith  effort to implement
this Agreement in compliance with such applicable laws,  rules,  regulations and
approvals.

     14.  ACCOUNTING  TREATMENT.   The  parties  intend  that  the  issuance  of
Restricted  Stock under this  Agreement  result in fixed,  rather than variable,
accounting  treatment  to AMSG and shall  implement  this  Agreement in a manner
consistent with such intent.

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     IN WITNESS  WHEREOF,  this  Restricted  Stock  Agreement is executed by the
parties as of the date set forth above.

                                           AMERICAN MEDICAL SECURITY
                                           GROUP, INC.

                                           By: /s/ Gary G. Guengerich
                                           Title: Executive Vice President & CFO


                                           EXECUTIVE
                                           /s/ Sam V. Miller
                                           Samuel V. Miller



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