EXHIBIT 10


                           AMERICAN MEDICAL SECURITY

                     NONQUALIFIED EXECUTIVE RETIREMENT PLAN
                           (Effective April 1, 2000)

<PAGE>


                            AMERICAN MEDICAL SECURITY

                     NONQUALIFIED EXECUTIVE RETIREMENT PLAN


                                Table of Contents

                                                                            Page

ARTICLE I - PURPOSE OF PLAN....................................................1
         1.1      PURPOSE OF PLAN..............................................1

ARTICLE II - DEFINITIONS.......................................................2
         2.1      ACCOUNT......................................................2
         2.2      BENEFICIARY..................................................2
         2.3      BOARD........................................................2
         2.4      CODE.........................................................2
         2.5      COMMITTEE....................................................2
         2.6      COMPANY......................................................2
         2.7      COMPANY CONTRIBUTIONS........................................2
         2.8      COMPENSATION.................................................2
         2.9      COMPENSATION COMMITTEE.......................................2
         2.10     DEFERRAL CONTRIBUTIONS.......................................3
         2.11     EFFECTIVE DATE...............................................3
         2.12     ELIGIBLE EMPLOYEE............................................3
         2.13     MATCHING CONTRIBUTIONS.......................................3
         2.14     NONQUALIFIED DEFERRAL CONTRIBUTIONS..........................3
         2.15     NONQUALIFIED MATCHING CONTRIBUTIONS..........................4
         2.16     PARTICIPANT..................................................4
         2.17     PARTICIPANT ENROLLMENT AND ELECTION FORM.....................4
         2.18     PLAN.........................................................4
         2.19     PLAN YEAR....................................................4
         2.20     PROFIT SHARING CONTRIBUTIONS.................................4
         2.21     QUALIFIED PLAN...............................................4
         2.22     TRUST........................................................4
         2.23     TRUSTEE......................................................5
         2.24     VALUATION DATE...............................................5


                                       ii
<PAGE>


ARTICLE III - ELIGIBILITY AND PARTICIPATION....................................5
         3.1      REQUIREMENTS.................................................5
         3.2      PARTICIPATION VOLUNTARY......................................5
         3.3      RE-EMPLOYMENT................................................6
         3.4      CHANGE OF EMPLOYMENT CATEGORY................................6

ARTICLE IV - NONQUALIFIED DEFERRAL CONTRIBUTIONS...............................6
         4.1      NONQUALIFIED DEFERRAL CONTRIBUTION ELECTIONS.................6
         4.2      NONQUALIFIED DEFERRAL CONTRIBUTION CHANGES...................6
         4.3      PAYROLL DEDUCTIONS...........................................7
         4.4      TIMING OF DEFERRALS..........................................7

ARTICLE V - NONQUALIFIED MATCHING CONTRIBUTIONS................................7
         5.1      NONQUALIFIED MATCHING PERCENTAGE.............................7
         5.2      TIMING OF MATCH..............................................8

ARTICLE VI - COMPANY CONTRIBUTIONS.............................................8
         6.1      COMPANY CONTRIBUTIONS........................................8
         6.2      TIMING OF CONTRIBUTION.......................................8

ARTICLE VII - PLAN ACCOUNTS....................................................8
         7.1      ESTABLISHMENT OF ACCOUNTS....................................8
         7.2      NONQUALIFIED DEFERRAL CONTRIBUTION ACCOUNT...................9
         7.3      NONQUALIFIED MATCHING CONTRIBUTION ACCOUNT...................9
         7.4      COMPANY CONTRIBUTION ACCOUNT.................................9
         7.5      ALLOCATION OF INCOME.........................................9
         7.6      UNFUNDED STATUS..............................................9

ARTICLE VIII + INVESTMENT OF FUNDS............................................10
         8.1      ALLOCATION OF EARNINGS OR LOSSES ON ACCOUNTS................10
         8.2      ACCOUNTING FOR DISTRIBUTIONS................................10
         8.3      STATEMENTS..................................................11

ARTICLE IX - VESTING..........................................................11
         9.1      NONQUALIFIED DEFERRAL CONTRIBUTIONS.........................11
         9.2      NONQUALIFIED MATCHING CONTRIBUTIONS.........................11
         9.3      COMPANY CONTRIBUTIONS.......................................11

                                      iii
<PAGE>


ARTICLE X - PAYMENTS OF BENEFITS..............................................11
         10.1     PAYMENT OF BENEFITS.........................................11
         10.2     DISTRIBUTION ELECTION.......................................12
         10.3     COMPENSATION COMMITTEE OVER RIDE............................12
         10.4     PAYMENTS UPON HARDSHIP......................................12

ARTICLE XI - THE TRUST........................................................13
         11.1     ESTABLISHMENT OF TRUST......................................13
         11.2     MUTUAL EXCLUSION OF RESPONSIBILITY..........................13

ARTICLE XII - ADMINISTRATION..................................................13
         12.1     ADMINISTRATIVE AUTHORITY....................................13
         12.2.    APPLICABLE LAW..............................................15
         12.3     IMPACT ON OTHER PLANS.......................................15
         12.4     LITIGATION..................................................15
         12.5     PAYMENT OF ADMINISTRATION EXPENSES..........................15
         12.6     CLAIMS PROCEDURE............................................16
         12.7     LIABILITY AND INDEMNIFICATION...............................18
         12.8     INCOMPETENT PAYEE...........................................18
         12.9     TAXES.......................................................18
         12.10    ATTORNEY'S FEES.............................................19
         12.11    STATUS AND RIGHTS OF PARTICIPANTS...........................19

ARTICLE XIII - AMENDMENT AND TERMINATION......................................19
         13.1     AMENDMENT AND TERMINATION...................................19


                                       iv
<PAGE>


                           ARTICLE I - PURPOSE OF PLAN

1.1  PURPOSE OF PLAN.  The Company  intends and desires by the  adoption of this
Plan to recognize the value to the Company of the services  rendered by Eligible
Employees  covered  by the Plan and to  encourage  and  assure  their  continued
service  with the Company by making more  adequate  provisions  for their future
retirement security.

The  Plan has  been  adopted  to  provide  certain  key  management  and  highly
compensated   employees  of  American  Medical  Security  Group,  Inc.  and  its
participating  affiliates  who are covered under the American  Medical  Security
Retirement   Savings  Plan  (the  "Qualified  Plan")  with  the  opportunity  to
accumulate deferred compensation which cannot be accumulated under the Qualified
Plan because of the  limitation on annual  deferrals  under Code Section  402(g)
(the "Deferral  Limit"),  the limitation on annual  additions under Code Section
415 (the "415  Limit"),  the  limitation  on  compensation  under  Code  Section
401(a)(17)  (the  "Pay  Cap"),  and/or  because  of any  other  restrictions  or
limitations under Code Section 401(k) [collectively, the "IRS Limitations"].

The Plan is  intended  to be "a plan  which is  unfunded  and  maintained  by an
employer  primarily  for the purpose of providing  deferred  compensation  for a
select group of management or highly  compensated  employees" within the meaning
of Sections 201(2) and 301(a)(3) of the Employee  Retirement Income Security Act
of 1974,  as amended  ("ERISA"),  and is intended to be unfunded for purposes of
the Code, and shall be interpreted and administered in a manner  consistent with
that intent.

                                       1
<PAGE>


                            ARTICLE II - DEFINITIONS

2.1 ACCOUNT means the separate  bookkeeping  accounts established and maintained
under  the Plan in the name of each  Participant  as  required  pursuant  to the
provisions of Article VII.

2.2 BENEFICIARY means a Participant's  beneficiary (or beneficiaries)  under the
provisions of the Qualified Plan.

2.3 BOARD means the Board of Directors of American Medical Security Group, Inc.,
or its successor.

2.4 CODE means the Internal Revenue Code of 1986 and the regulations promulgated
thereunder, as amended from time to time hereafter.

2.5  COMMITTEE  means the  American  Medical  Security  Retirement  Savings Plan
Administrative  Committee.

2.6 COMPANY means American Medical Security Group, Inc., or any company which is
a  successor  as a result of merger,  consolidation,  liquidation,  transfer  of
assets or other  reorganization.  "Company" also includes any entity which is in
the same controlled group (within the meaning of Code Section 414(b) and (c)) as
American  Medical  Security  Group,  Inc.  and which has  common  law  employees
participating in the Qualified Plan.

2.7 COMPANY  CONTRIBUTIONS mean any amounts  contributed by the Company pursuant
to the provisions of Article VI.

2.8 COMPENSATION  means  "Compensation" as that term is defined in the Qualified
Plan, except that such amount so determined shall not be limited by the Pay Cap.

2.9  COMPENSATION  COMMITTEE  means the  Compensation  Committee of the Board of
Directors.

                                       2
<PAGE>


2.10 DEFERRAL  CONTRIBUTIONS mean any amounts  contributed by the Company to the
Qualified Plan for a Plan Year on behalf of and on account of the qualified cash
or  deferral  elections  within the meaning of Code  Section  401(k) made by the
Eligible Employees under the Qualified Plan.

2.11 EFFECTIVE DATE means April 1, 2000.

2.12 ELIGIBLE  EMPLOYEE means, for any Plan Year, an employee of the Company who
(a) is  determined  to be a member  of a select  group of  management  or highly
compensated  employees,  and (b) has been designated as an Eligible  Employee by
the President of the Company, and (c) is a participant in the Qualified Plan for
that Plan  Year.  The  Company  shall  notify  those  individuals  who have been
designated as Eligible  Employees for any Plan Year as soon as practicable after
such designation.

2.13 MATCHING  CONTRIBUTIONS means any amounts contributed by the Company to the
Qualified  Plan for a Plan Year on account of the  Deferral  Contributions  made
during such Plan Year by the Eligible Employees under the Qualified Plan.

2.14 NONQUALIFIED  DEFERRAL  CONTRIBUTIONS  mean that portion of a Participant's
Compensation  that is due to be earned and which would  otherwise be paid to the
Participant,  which the Participant  elects to defer under the Plan,  determined
without regard to the Deferral  Limit,  the 415 Limit,  or the Pay Cap under the
Qualified  Plan,  and which is credited to the  Participant's  Account under the
Plan pursuant to the provisions of Article IV. The maximum Nonqualified Deferral
Contribution  permitted  under  the  Plan for any  Plan  Year  shall be equal to
eighteen percent (18%) of the Participant's Compensation.

                                       3
<PAGE>


2.15  NONQUALIFIED  MATCHING   CONTRIBUTIONS  mean  any  amount  credited  to  a
Participant's Account under the Plan as a contribution by the Company on account
of  the  Participant's  Nonqualified  Deferral  Contributions  pursuant  to  the
provisions of Article V, computed  without  regard to the 415 Limit,  or the Pay
Cap under the Qualified Plan.

2.16  PARTICIPANT  means any  Eligible  Employee so  designated  pursuant to the
provisions of Article III, including, where appropriate according to the context
of the  Plan,  any  former  Eligible  Employee  who is or may  become  (or whose
Beneficiaries may become) eligible to receive a benefit under the Plan.

2.17  PARTICIPANT  ENROLLMENT  AND  ELECTION  FORM  means  the  form on  which a
Participant may elect to defer a portion of his Compensation  hereunder,  and on
which the  Participant  may make  certain  other  elections or  designations  as
authorized thereon.

2.18 PLAN means this American Medical Security Nonqualified Executive Retirement
Plan, as may be amended from time to time hereafter.

2.19 PLAN YEAR means the "Plan  Year" as that term is  defined in the  Qualified
Plan.  Notwithstanding  the  foregoing,  the initial Plan Year  hereunder  shall
commence on the Effective Date of the Plan.

2.20 PROFIT SHARING CONTRIBUTIONS means any profit sharing contributions made by
the Company to the  Qualified  Plan for any Plan Year on behalf of the  Eligible
Employees.

2.21 QUALIFIED PLAN means the American Medical Security Retirement Savings Plan,
as may be amended from time to time hereafter.

2.22 TRUST means the rabbi trust established pursuant to the terms of the Plan.

                                       4
<PAGE>


2.23 TRUSTEE means the trustee named in the agreement establishing the Trust and
such successor and/or additional  trustees as may be named pursuant to the terms
of the agreement establishing the Trust.

2.24  VALUATION  DATE means the date on which  Participant  Accounts  are valued
under the Plan,  which shall have the same meaning as the term "Valuation  Date"
under the Qualified Plan.

                   ARTICLE III - ELIGIBILITY AND PARTICIPATION

3.1  REQUIREMENTS.  Each  Eligible  Employee as of the  Effective  Date shall be
eligible to become a Participant in the Plan immediately.  A person who is hired
as an Eligible Employee shall be eligible to become a Participant in the Plan on
the first day of the month occurring after the date on which he has completed 30
days of employment with the Company.  Each other person who is first  designated
as an Eligible Employee for a subsequent Plan Year shall be eligible to become a
Participant  in the Plan on the first day of the Plan Year next  following  such
designation. No individual shall become a Participant,  however, if he is not an
Eligible  Employee on the date his  participation  in the Plan is  scheduled  to
begin.

3.2 PARTICIPATION VOLUNTARY. Participation in the Plan is voluntary. In order to
participate  in the Plan,  an Eligible  Employee  must execute and return to the
Committee or its designee a  Participant  Enrollment  and Election  Form in such
manner and at such time as the Committee may require, but no later than the date
prior  to the  date  on  which  such  Eligible  Employee's  participation  is to
commence.

                                       5
<PAGE>


3.3  RE-EMPLOYMENT.  If a  Participant  whose  employment  with the  Company  is
terminated is subsequently  re-employed by the Company as an Eligible  Employee,
he shall become a Participant  in the Plan in accordance  with the provisions of
Section 3.1 of the Plan.

3.4 CHANGE OF  EMPLOYMENT.  During any period in which a Participant  remains in
the employ of the Company,  but either  ceases to be an Eligible  Employee  (for
example,  if such Participant is no longer determined to be a highly compensated
or key  management  employee,  or if the  President  of the  Company  no  longer
designates such Participant as an Eligible Employee) or ceases  participation in
the  Qualified  Plan, he shall not be eligible to make  additional  Nonqualified
Deferral   Contributions  or  receive  any  additional   Nonqualified   Matching
Contributions or additional Company Contributions under this Plan.

                ARTICLE IV - NONQUALIFIED DEFERRAL CONTRIBUTIONS

4.1  NONQUALIFIED  DEFERRAL  CONTRIBUTION  ELECTIONS.  In accordance  with rules
established  by the  Committee,  a  Participant  may  voluntarily  elect to make
Nonqualified  Deferral  Contributions with respect to a Plan Year by executing a
Participant  Enrollment  and Election  Form no later than ten (10) days (or such
other period  designated by the  Committee)  prior to the effective date of such
Participant's participation (or the beginning of any subsequent Plan Year). Once
made,  such  election  to make  Nonqualified  Deferral  Contributions  shall  be
irrevocable  with  respect to such Plan Year and shall  continue in effect until
changed as described in Section 4.2.

4.2 NONQUALIFIED  DEFERRAL  CONTRIBUTION  CHANGES.  A Participant may change the
amount of his Nonqualified Deferral Contributions by delivering to the Committee
or

                                       6
<PAGE>


its  designee  at least ten (10) days (or such other  period  designated  by the
Committee) prior to the beginning of any Plan Year a new Participant  Enrollment
and Election Form evidencing the change,  with such change being first effective
for  Compensation  to be earned in such Plan Year.  Once a new election is made,
Nonqualified  Deferral  Contributions  shall continue in force  indefinitely  in
accordance  with such new election,  until changed by the  Participant  on a new
Participant  Enrollment  and Election  Form  delivered  to the  Committee or its
designee in a timely manner as described in this Section 4.2.

4.3 PAYROLL  DEDUCTIONS.  A Participant's  Nonqualified  Deferral  Contributions
shall be made through regular payroll deductions. Notwithstanding the foregoing,
a Participant's  Nonqualified Deferral  Contributions under this Article IV will
not begin until the Participant's  Deferral  Contributions to the Qualified Plan
have reached the maximum  allowed for such Plan Year under the Deferral Limit or
such other applicable IRS Limitations.

4.4  TIMING  OF   DEFERRALS.   Once  a   Participant's   Nonqualified   Deferral
Contributions  commence  during a Plan Year as described  in Section  4.3,  such
Nonqualified  Deferral  Contributions  under  the Plan  shall be  credited  to a
Participant's  Account  at the  same  time and in the same  manner  as  Deferral
Contributions would have been made under the provisions of the Qualified Plan.

                 ARTICLE V - NONQUALIFIED MATCHING CONTRIBUTIONS

5.1  NONQUALIFIED   MATCHING.  The  Company  shall  make  Nonqualified  Matching
Contributions on account of a Participant's  Nonqualified Deferral Contributions
for a Plan  Year,  at the same rate as the  Matching  Contribution  for the Plan
Year.  Nonqualified  Matching  Contributions  shall not be made  under this Plan
until such time as the Participant's Deferral

                                       7
<PAGE>


Contributions under the Qualified Plan have reached the maximum allowed for such
Plan Year under applicable IRS Limitations, as described in Section 4.2.

5.2  TIMING  OF  MATCH.  Nonqualified  Matching  Contributions  on  behalf  of a
Participant under the Plan shall,  when otherwise  authorized in accordance with
Section 5.1 above,  be credited to such  Participant's  Account at the same time
and in the same manner as Matching Contributions with respect to such amounts as
would have been made under the  Qualified  Plan had the  Participant's  Deferral
Contributions under the Qualified Plan not been restricted.

                       ARTICLE VI - COMPANY CONTRIBUTIONS

6.1 COMPANY CONTRIBUTIONS.  In its sole discretion, the Company may make Company
Contributions on behalf of a Participant,  in an amount equal to a percentage of
each  Participant's  Compensation for the Plan Year that exceeds the Pay Cap for
such Plan Year.

6.2 TIMING OF  CONTRIBUTION.  Company  Contributions  on behalf of a Participant
under  the  Plan  shall  be  credited  to a  Participant's  Account  as  soon as
administratively  feasible after the Profit Sharing  Contributions for such Plan
Years are declared by the Board.

                           ARTICLE VII - PLAN ACCOUNTS

7.1  ESTABLISHMENT OF ACCOUNTS.  A separate  bookkeeping  Account in the name of
each  Participant  shall be  established  by the Company and  maintained  by the
Trustee, as required and as described in this Article VII.

                                       8
<PAGE>


7.2 NONQUALIFIED  DEFERRAL  CONTRIBUTION  ACCOUNT. The Company shall establish a
bookkeeping Account to which are credited a Participant's  Nonqualified Deferral
Contributions,  as adjusted by amounts equal to any income, gains, or losses (to
the extent  realized,  based upon fair  market  value of the  Account's  assets)
attributable or allocable to income, gains or losses.

7.3 NONQUALIFIED  MATCHING  CONTRIBUTION  ACCOUNT. The Company shall establish a
bookkeeping Account to which are credited a Participant's  Nonqualified Matching
Contributions,  as adjusted by amounts equal to any income, gains, or losses (to
the extent  realized,  based upon fair  market  value of the  Account's  assets)
attributable or allocable to income gains or losses.

7.4 COMPANY  CONTRIBUTION  ACCOUNT.  The Company  shall  establish a bookkeeping
Account to which are credited a Participant's Company Contributions, as adjusted
by amounts equal to any income, gains, or losses (to the extent realized,  based
upon fair market value of the  Account's  assets)  attributable  or allocable to
income, gains or losses.

7.5 ALLOCATION OF INCOME. The Company shall have the discretion to allocate such
income, gains, or losses among Accounts pursuant to such allocation rules as the
Committee deems to be reasonable and administratively practicable.

7.6 UNFUNDED STATUS. Participants' Accounts shall be utilized solely as a device
for the measurement and  determination of the amounts to be paid to Participants
under  the  Plan.  Such  Accounts  shall  be  bookkeeping  accounts  only and no
Participant  or  Beneficiary  shall have any  proprietary  rights in  particular
assets held under the Trust, if any, or held by the Company, whether or not held
for the purpose of funding the Company's  obligation  under this plan. This Plan
constitutes  the mere  promise of the  Company to make  benefit  payments in the
future and

                                       9
<PAGE>


the right of any Participant or Beneficiary to receive  benefits under this Plan
shall be an unsecured claim against the general assets of the Company.

                        ARTICLE VIII INVESTMENT OF FUNDS

8.1  ALLOCATION OF EARNINGS OR LOSSES ON ACCOUNTS.  Each  Participant's  Account
shall be deemed to be invested in such mutual funds or other investment  options
as the Committee  shall  determine  from time to time. The Committee may (but is
not  required  to)  consider  the  Participant's   investment  preferences  when
directing  the  Trustee  as  to  how  to  credit  amounts   contributed  to  the
Participant's  Accounts.  Such investment  preferences  shall be provided to the
Trustee at the time and in the manner  prescribed by the Committee,  in its sole
discretion.  The  Participant's  Accounts  shall be credited or debited with the
increase or decrease in the realizable net asset value or credited interest,  as
applicable, of each investment, as follows: As of each Valuation Date, an amount
equal to the net increase or decrease in realizable  net asset value or credited
interest,  as applicable  (as  determined by the  Trustee),  of each  investment
option  since  the  preceding  Valuation  Date  shall  be  allocated  among  all
Participants'  Accounts  deemed  to be  invested  in that  investment  option in
accordance  with the ratio which the portion of the Account of each  Participant
which is deemed to be invested  within that  investment  option,  determined  as
provided  herein,  bears to the  aggregate of all amounts  deemed to be invested
within that investment option.

8.2 ACCOUNTING FOR  DISTRIBUTIONS.  As of the date of any distribution under the
Plan to a Participant (or his Beneficiaries), such distribution shall be charged
to the Participant's Account.

                                       10
<PAGE>


8.3  STATEMENTS.  On a periodic  basis,  as  determined by the  Committee,  each
Participant shall be provided with a statement detailing the amounts credited to
such Participant's Account under the Plan.

                              ARTICLE IX - VESTING

9.1  NONQUALIFIED  DEFERRAL.  A Participant  shall always be one hundred percent
(100%)  vested in amounts  credited to his  Nonqualified  Deferral  Contribution
Account.

9.2  QUALIFIED  MATCHING.  A  Participant  shall  always  have the same  vesting
percentage in his Nonqualified  Matching  Contribution  Account as he has in his
Matching Contributions account under the Qualified Plan.

9.3 COMPANY  CONTRIBUTIONS.  A  Participant  shall  always have the same vesting
percentage in his Company  Contribution  Account as he has in his Profit Sharing
Contributions account under the Qualified Plan.

                        ARTICLE X - PAYMENTS OF BENEFITS

10.1 PAYMENT OF  BENEFITS.  Except as otherwise  provided in Section  10.3,  the
vested  benefit  payable  under  this  Plan  on  account  of  an   Participant's
termination of employment, retirement, disability, or death shall be distributed
or shall  commence in accordance  with the  distribution  option  elected by the
Participant  as soon as  practicable,  after  such  termination  of  employment,
retirement, incurrence of disability (as determined by the Committee), or death,
but no later than 60 days after the event giving rise to such distribution.  Any
death  benefit  payable  under this Plan  shall be payable to the  Participant's
Beneficiary.  If no distribution  method has been elected by a Participant,  his
benefits shall be paid in a lump sum.

                                       11
<PAGE>


10.2  DISTRIBUTION  ELECTION.  Each  Participant,  when  originally  becoming  a
Participant  hereunder,  shall complete a distribution  election form specifying
the form of payment  applicable to such  Participant's  vested Account under the
Plan. A  Participant  may change the payment  election at any time by completing
and filing a new distribution  election with the Committee or its designee.  The
distribution  election on file with the Committee or its designee as of the date
of the Participant's  termination of employment shall be controlling;  provided,
however,  that any  distribution  election  change shall not be effective if the
Participant  terminates  employment  within twelve months  following the date on
which the change is filed with the Committee or its designee. In that event, the
Participant's prior distribution election shall be controlling.

10.3 COMPENSATION  COMMITTEE OVER RIDE.  Notwithstanding  Sections 10.1 and 10.2
above, the Compensation Committee reserves the right, in its sole discretion, to
override or modify any Participant's  distribution election as to the payment of
such  Participant's  vested  Account  under  this  Plan at any  time and for any
reason.  Further,  the  Compensation  Committee  may  establish  its  own  rules
regarding the timing and/or form of payment of vested  Accounts  which may apply
to some or all vested Accounts,  even as to future installments  payable under a
previously-elected method of payment.

10.4 PAYMENTS UPON HARDSHIP. In the event of a hardship of the Participant,  the
Participant may apply to the Compensation  Committee for the distribution of all
or any part of his or her  vested  Accounts  in the  same  manner  as under  the
Qualified Plan.  Upon a finding of hardship,  the  Compensation  Committee shall
direct  appropriate  distribution to the Participant  from amounts credited with
respect to the Participant's vested interest in his Accounts.  In no event shall
the  aggregate  amount  of the  distribution  exceed  the  vested  value  of the
Participant's

                                       12
<PAGE>


Accounts as of the date of  distribution.  A distribution may be made under this
Section 10.4 only with the consent of the Compensation Committee.

                             ARTICLE XI - THE TRUST

11.1  ESTABLISHMENT  OF TRUST.  The Company  shall  establish the Trust with the
Trustee,  pursuant  to such terms and  conditions  as are set forth in the Trust
agreement to be entered  into between the Company and the Trustee.  The Trust is
intended  to  be  treated  as  a  "grantor"   trust  under  the  Code,  and  the
establishment  of the Trust is not  intended  to cause  Participants  to realize
current  income  on  amounts  contributed  thereto,  and the  Trust  shall be so
interpreted. It is the intention of all parties involved that the arrangement be
unfunded  for tax  purposes  and for  purposes  of  Title  I of  ERISA,  and the
establishment of the Trust is not intended to alter such treatment. In addition,
the Trust,  and any assets held  thereunder to assist the Company in meeting its
obligations  under this  Plan,  shall  conform  to the terms of the model  trust
described in Rev. Proc. 92-64.

11.2 MUTUAL  EXCLUSION  OF  RESPONSIBILITY.  Neither the Trustee nor the Company
shall be  obliged to inquire  into or be  responsible  for any act or failure to
act, or the authority therefor, on the part of the other.

                          ARTICLE XII - ADMINISTRATION

12.1 ADMINISTRATIVE AUTHORITY. Except as otherwise specifically provided herein,
the Committee shall have the sole responsibility for and the sole control of the
operation and administration of the Plan, and shall have the power and authority
to take all actions and to make all decisions and  interpretations  which may be
necessary or appropriate in order to administer

                                       13
<PAGE>


and  operate  the  Plan,  including,  without  limiting  the  generality  of the
foregoing, the power, duty, discretion, and responsibility to:

(a)       Resolve and  determine  all  disputes or questions  arising  under the
          Plan,  including  the  power  to  determine  the  rights  of  Eligible
          Employees,  Participants,  and  Beneficiaries,  and  their  respective
          benefits, and to remedy any ambiguities, inconsistencies, or omissions
          in the Plan.

(b)       Adopt such rules of procedure and regulations as in its opinion may be
          necessary for the proper and efficient  administration of the Plan and
          as are consistent with the Plan.

(c)       Implement  the Plan in  accordance  with its  terms  and the rules and
          regulations adopted as above.

(d)       Make  determinations  with respect to the  eligibility of any eligible
          Employee  as a  Participant  and make  determinations  concerning  the
          crediting and distribution of Plan Accounts.

(e)       Appoint any persons or firms,  or otherwise act to secure  specialized
          advice or assistance, as it deems necessary or desirable in connection
          with the  administration  and operation of the Plan, and the Committee
          shall  be  entitled  to rely  conclusively  upon,  and  shall be fully
          protected in any action or omission taken by it in good faith reliance
          upon the advice or opinion of such  firms or  persons.  The  Committee
          shall have the power and  authority  to delegate  from time to time by
          written  instrument  all  or  any  part  of  its  duties,  powers,  or
          responsibilities  under the Plan, both ministerial and  discretionary,
          as it deems appropriate,  to any person or committee,  and in the same
          manner  to  revoke  any  such   delegation  of  duties,   powers,   or
          responsibilities. Any action of such person or committee

                                       14

<PAGE>


          in the exercise of such delegated duties,  powers, or responsibilities
          shall have the same force and effect for all purposes  hereunder as if
          such action had been taken by the  Committee.  Further,  the Committee
          may  authorize  one or more  persons to  execute  any  certificate  or
          document  on  behalf  of the  Committee,  in which  event  any  person
          notified by the Committee of such  authorization  shall be entitled to
          accept and;  conclusively  rely upon any such  certificate or document
          executed by such person as representing  action by the Committee until
          such third person shall have been  notified of the  revocation of such
          authority.

12.2 APPLICABLE LAW. This Plan shall be construed in accordance with the laws of
the State of Wisconsin  to the extent not  preempted  by the  provisions  of the
Employee Retirement Income Security Act or other federal law.

12.3 IMPACT ON OTHER PLANS. No deferrals,  contributions, or payments under this
Plan shall be considered as salary or compensation  under any other qualified or
nonqualified  employee  benefit plan of the Company,  except as otherwise may be
provided by such plan.

12.4  LITIGATION.  Except as may be otherwise  required by law, in any action or
judicial  proceeding  affecting the Plan, no Participant or Beneficiary shall be
entitled to any notice or service of process,  and any final judgment entered in
such action shall be binding on all persons  interested  in, or claiming  under,
the Plan.

12.5  PAYMENT  OF   ADMINISTRATION   EXPENSES.   All  expenses  incurred  in  th
administration  and  operation  of the Plan and the Trust,  including  any taxes
payable by the Company in respect of the Plan or Trust or payable by or from the
Trust pursuant to its terms, shall be paid by the Company.

                                       15
<PAGE>


12.6      CLAIMS PROCEDURE
(a)       Notice of Claim.  Any Eligible  Employee or  Beneficiary,  or the duly
          authorized representative of an Eligible Employee or Beneficiary,  may
          file with the Committee a claim for a Plan benefit.  Such a claim must
          be in  writing  on a  form  provided  by the  Committee  and  must  be
          delivered to the  Committee,  in person or by mail,  postage  prepaid.
          Within  ninety  (90)  days  after  the  receipt  of such a claim,  the
          Committee  shall send to the claimant,  by mail,  postage  prepaid,  a
          notice of the  granting or the denying,  in whole or in part,  of such
          claim, unless special  circumstances  require an extension of time for
          processing the claim. In no event may the extension exceed ninety (90)
          days  from the end of the  initial  period.  If such an  extension  is
          necessary,  the claimant will be given a written notice to this effect
          prior to the  expiration  of the initial  ninety (90) day period.  The
          Committee shall have full discretion to deny or grant a claim in whole
          or in part in accordance  with the terms of the Plan. If notice of the
          denial of a claim is not furnished in accordance  with this  paragraph
          (a), the claim shall be denied and the claimant  shall be permitted to
          exercise his or her right to review pursuant to paragraphs (c) and (d)
          below.

(b)       Action on Claim.  The Committee shall provide to every claimant who is
          denied a claim for  benefits  a written  notice  setting  forth,  in a
          manner calculated to be understood by the claimant:

          (i)       The specific reason or reasons for the denial;

          (ii)      A specific  reference to the  pertinent  Plan  provisions on
                    which the denial is based;

          (iii)     A  description  of any  additional  material or  information
                    necessary  for the  claimant  to  perfect  the  claim and an
                    explanation   of  why  such  material  or   information   is
                    necessary; and

                                       16
<PAGE>


          (iv) An explanation of the Plan's claim review procedure.

(c)       Review of  Denial.  Within  sixty  (60) days  after the  receipt  by a
          claimant of written notification of the denial (in whole or in part of
          a   claim,   the   claimant   or  the   claimant's   duly   authorized
          representative,   upon  written   application   to  the   Compensation
          Committee,  delivered in person or by certified mail, postage prepaid,
          may request review of the denial,  may review pertinent  documents and
          may  submit to the  Compensation  Committee,  in  writing,  issues and
          comments  concerning  the claim.

(d)       Decision on Review.  Upon the  Compensation  Committee's  receipt of a
          notice of a request for review, the Compensation  Committee shall make
          a prompt decision on the review and shall  communicate the decision on
          review in writing to the  claimant.  The  decision on review  shall be
          written in a manner  calculated  to be  understood by the claimant and
          shall  include   specific   reasons  for  the  decision  and  specific
          references to the pertinent  Plan  provisions on which the decision is
          based.  The decision on review shall be made not later than sixty (60)
          days after the  Compensation  Committee's  receipt of a request  for a
          review,  unless special circumstances require an extension of time for
          processing,  in which case a decision shall be rendered not later than
          one hundred twenty (120) days after receipt of the request for review.
          If an extension is  necessary,  the  claimant  shall be given  written
          notice of the  extension by the  Compensation  Committee  prior to the
          expiration  of the  initial  sixty (60) day  period.  If notice of the
          decision on review is not furnished in  accordance  with this Section,
          the claim shall be denied on review.

                                       17
<PAGE>


(e)       Discretion.  The  Committee or  Compensation  Committee,  whichever is
          applicable,  shall have full and complete  discretionary  authority to
          determine  eligibility  and benefits  under the Plan,  to construe the
          terms of the Plan and to  decide  any  matter  presented  through  the
          claims  procedure.  Any final  determination  shall be  binding on all
          parties.  If  challenged  in court,  such  determination  shall not be
          subject to de novo review and shall not be overturned unless proven to
          be arbitrary and capricious based upon the evidence  considered by the
          Committee or the Compensation Committee,  whichever is applicable,  at
          the time of such determination.

12.7 LIABILITY AND INDEMNIFICATION.  To the extent permitted by law, neither the
Compensation Committee, the Committee, nor any employee,  officer or director of
the  Company  shall be liable to any person  for any action  taken or omitted in
connection  with the  interpretation  and  administration  of this  Plan  unless
attributable to his or her own bad faith or willful misconduct.

12.8  INCOMPETENT  PAYEE. If a person to whom a benefit is payable is a minor or
is  otherwise  incompetent  by reason of a physical  or mental  disability,  the
Committee may cause the payments due to such person to be made to another person
for  the  first  person's  benefit  without  any  responsibility  to  see to the
application of such payment. Such payments shall operate as a complete discharge
of the obligations to such person under the Plan.

12.9 TAXES.  To the extent required by law, the Company shall withhold any taxes
required to be withheld  by the  federal or any state or local  government  from
payments  made  hereunder  or from other  amounts  paid to the  Participant  (or
Beneficiary)  by  the  Company.  The  determination  of  the  Company  regarding
applicable income and employment tax withholding requirements shall be final and
binding on the Eligible Employee.

                                       18
<PAGE>


12.10  ATTORNEY'S  FEES.  The Company shall pay the reasonable  attorney's  fees
incurred by any Eligible  Employee in an action  brought  against the Company to
enforce the Eligible  Employee's rights under the Plan,  provided that such fees
shall only be payable in the event that the Eligible  Employee  prevails in such
action.

12.11 STATUS AND RIGHTS OF PARTICIPANTS. Participants have the status of general
unsecured  creditors of the Company.  In addition,  this Plan constitutes a mere
promise by the Company to make transfers,  distributions and/or benefit payments
in the future.  Further,  a  Participant's  rights to  transfers,  distributions
and/or  benefit  payments  under  the  Plan are not  subject  in any  manner  to
anticipation,  alienation,  sale,  transfer,  assignment,  pledge,  encumbrance,
attachment,  or garnishment by creditors of the Participant or the Participant's
Beneficiaries.  Nothing  contained  in the Plan or Trust  shall  confer upon any
employee  any right with  respect to the  continuation  of  employment  with the
Company,  interfere  in any way with the right of the Company to  terminate  any
employee's  employment at any time, confer upon any employee or other person any
claim or right to any distribution  under the Plan except in accordance with its
terms, or create any type of fiduciary  relationship between the Company and any
Participant, Beneficiary or other person.

                    ARTICLE XIII - AMENDMENT AND TERMINATION

13.1  AMENDMENT  AND  TERMINATION.  The Board of Directors  or the  Compensation
Committee  (or any entity  authorized  by either  the Board or the  Compensation
Committee) may amend or terminate this Plan at any time; provided, however, that
no such amendment or termination shall deprive any Participant or Beneficiary of
any previously vested amounts under

                                       19
<PAGE>


this Plan prior to the date of such  amendment or  termination.  If this Plan is
terminated,  amounts  contributed  hereunder as of the date of termination shall
continue  to be held and paid,  in  accordance  with the terms of the Plan as in
effect on such date of  termination  (subject  to the  Compensation  Committee's
discretion  as  described in Section X).  However,  no  additional  Nonqualified
Deferral  Contributions,   Nonqualified  Matching   Contributions,   or  Company
Contributions shall be made after the Plan's termination.

ATTEST/WITNESS:                              AMERICAN MEDICAL SECURITY
                                             GROUP, INC.

By:                                          By:
          -----------------------                 --------------------------

Its:                                         Its:
          -----------------------                 --------------------------

Date:                                        Date:
          -----------------------                 --------------------------


                                     20