EXHIBIT 10.1




                              EQUITY INCENTIVE PLAN

                      AMERICAN MEDICAL SECURITY GROUP, INC.

                                  FEBRUARY 1993

                  (As Amended and Restated September 25, 1998)















                         THIS DOCUMENT CONSTITUTES PART
                       OF A PROSPECTUS COVERING SECURITIES
                            THAT HAVE BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.





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                      AMERICAN MEDICAL SECURITY GROUP, INC.
                              EQUITY INCENTIVE PLAN
                  (As Amended and Restated September 25, 1998)

                                TABLE OF CONTENTS

ARTICLE  SECTION                                                            PAGE
1                  ESTABLISHMENT, PURPOSE AND DURATION
         1.1       Establishment of the Plan                                   1
         1.2       Purpose of the Plan                                         1
         1.3       Duration of the Plan                                        2

2                  DEFINITIONS                                                 2
                                     
3                  ADMINISTRATION
                                   
         3.1       The Committee                                               6
         3.2       Authority of the Committee                                  6
         3.3       Decisions Binding                                           7

4                  SHARES SUBJECT TO THE PLAN
         4.1       Number of Shares                                            7
         4.2       Lapsed Awards                                               8
         4.3       Adjustments in Authorized Shares                            9

5                  ELIGIBILITY AND PARTICIPATION
         5.1       Eligibility                                                 9
         5.2       Actual Participation                                        9

6                  STOCK OPTIONS
         6.1       Grant of Options                                           10
         6.2       Option Award Agreement                                     10
         6.3       Option Price                                               10
         6.4       Duration of Options                                        10
         6.5       Exercise of Options                                        10
         6.6       Payment                                                    11
         6.7       Restrictions on Share Transferability                      11
         6.8       Termination of Employment Due to Death, Disability or      12
                   Retirement
         6.9       Termination of Employment for Other Reasons                12
         6.10      Restrictions on Transferability                            13

7                  STOCK APPRECIATION RIGHTS
         7.1       Grant of SARs                                              13
         7.2       Exercise of Tandem SARs                                    14
         7.3       Exercise of Affiliated SARs                                14
         7.4       Exercise of Freestanding SARs                              14
         7.5       SAR Agreement                                              15
         7.6       Term of SARs                                               15
         7.7       Payment of SAR Amount                                      15
         7.8       Rule 16b-3 Requirements                                    15
         7.9       Termination of Employment Due to Death, Disability or      16
                   Retirement
         7.10      Termination of Employment for Other Reasons                16
         7.11      Non-transferability of SARs                                17

8                  RESTRICTED STOCK
         8.1       Grant of Restricted Stock                                  17
         8.2       Restricted Stock Agreement                                 17
         8.3       Transferability                                            18
         8.4       Other Restrictions                                         18
         8.5       Certificate Legend                                         18
         8.6       Removal of Restrictions                                    19
         8.7       Voting Rights                                              19
         8.8       Dividends and Other Distributions                          19
         8.9       Termination of Employment Due to Death, Disability or      19
                   Retirement
         8.10      Termination of Employment for Other Reasons                20

9                  PERFORMANCE UNITS AND PERFORMANCE SHARES
         9.1       Grant of Performance Units/Shares                          20
         9.2       Value of Performance Units/Shares                          20
         9.3       Earning of Performance Units/Shares                        21
         9.4       Form and Timing of Payment of Performance Units/Shares     21
         9.5       Termination of Employment Due to Death, Disability,        21
                   Retirement or Involuntary Termination (Without Cause)
         9.6       Termination of Employment for Other Reasons                22
         9.7       Non-transferability                                        22

10                 BENEFICIARY DESIGNATION                                    22
                                 
11                 DEFERRALS                                                  23
                                    
12                 RIGHTS OF EMPLOYEES
         12.1      Employment                                                 23
         12.2      Participation                                              23

13                 CHANGE IN CONTROL                                          23
                                     
14                 AMENDMENT, MODIFICATION AND TERMINATION
         14.1      Amendment, Modification and Termination                    24
         14.2      Awards Previously Granted                                  25

15                 WITHHOLDING
         15.1      Tax Withholding                                            25
         15.2      Share Withholding                                          25

16                 INDEMNIFICATION                                            26
                                   
17                 SUCCESSORS                                                 27
                                     
18                 LEGAL CONSTRUCTION
         18.1      Gender and Number                                          27
         18.2      Severability                                               27
         18.3      Requirements of Law                                        27
         18.4      Securities Law Compliance                                  28
         18.5      Governing Law                                              28



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                      AMERICAN MEDICAL SECURITY GROUP, INC.
                              EQUITY INCENTIVE PLAN
                  (As Amended and Restated September 25, 1998)


                 ARTICLE 1. ESTABLISHMENT, PURPOSE AND DURATION

     1.1  ESTABLISHMENT OF THE PLAN.  American  Medical Security Group,  Inc., a
Wisconsin  corporation  (hereinafter  referred  to  as  the  "Company"),  hereby
establishes an incentive  compensation plan to be known as the "American Medical
Security Group,  Inc. Equity  Incentive  Plan"  (hereinafter  referred to as the
"Plan"),  as set  forth  in  this  document.  The  Plan  permits  the  grant  of
Non-qualified Stock Options,  Incentive Stock Options,  SARs,  Restricted Stock,
Performance  Units,  and  Performance  Shares.  Upon  approval  by the  Board of
Directors of the Company,  subject to ratification  by an affirmative  vote of a
majority of Shares at an annual  shareholders'  meeting of the Company, the Plan
shall become effective as of February 24, 1993 (the "Effective Date"), and shall
remain in effect as provided in Section 1.3 herein.  Awards may be granted prior
to shareholder  ratification of the Plan; provided,  however,  that in the event
shareholder  approval of the Plan is not obtained,  all outstanding Awards shall
become null and void.

     1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to promote the success,
and enhance  the value,  of the Company by linking  the  personal  interests  of
Participants  to those of Company  shareholders,  and by providing  Participants
with an incentive for outstanding performance.

     The Plan is further  intended to provide  flexibility to the Company in its
ability to motivate, attract, and retain the services of Participants upon whose
judgment,  interest,  and special effort the successful conduct of its operation
is dependent.

     1.3 DURATION OF THE PLAN.  Subject to approval by the Board of Directors of
the Company and ratification by the shareholders of the Company,  the Plan shall
commence on the Effective  Date,  as described in Section 1.1 herein,  and shall
remain in effect,  subject to the right of the Board of  Directors  to terminate
the Plan at any time pursuant to Article 14 herein,  until all Shares subject to
it shall have been  purchased or acquired  according  to the Plan's  provisions.
However, in no event may an Award be granted under the Plan on or after February
24, 2003.

                             ARTICLE 2. DEFINITIONS

     Whenever used in the Plan, the following  terms shall have the meanings set
forth below and when the meaning is intended,  the initial letter of the word is
capitalized:

          (a)  "AFFILIATE"  - a company  closely  related  to  American  Medical
     Security  Group,  Inc.  which is designated as Affiliate by the Board.  For
     purposes of this Plan,  United Wisconsin  Services,  Inc. (f/k/a Newco/UWS,
     Inc.) shall be considered an Affiliate with respect to Stock Options issued
     prior to September 11, 1998.

          "AFFILIATED  SAR" means an SAR that is granted  in  connection  with a
     related  Option,  and which will be deemed to  automatically  be  exercised
     simultaneous with the exercise of the related Option.

          (b) "AWARD" means,  individually or  collectively,  a grant under this
     Plan  of  Non-qualified  Stock  Options,  Incentive  Stock  Options,  SARs,
     Restricted Stock, Performance Units, or Performance Shares.

          (c)  "AWARD  AGREEMENT"  means  an  agreement  entered  into  by  each
     Participant  and the  Company,  setting  forth  the  terms  and  provisions
     applicable to Awards granted to Participants under this Plan.

          (d) "BENEFICIAL OWNER" shall have the meaning ascribed to such term in
     Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

          (e) "BOARD" or "BOARD OF  DIRECTORS"  means the Board of  Directors of
     the Company.

          (f) "CAUSE" means:

               (i) willful  and gross  misconduct  on the part of a  Participant
          that is materially and demonstrably detrimental to the Company; or

               (ii) the  commission by a  Participant  of one or more acts which
          constitute an indictable crime under United States Federal,  state, or
          local law.  "Cause"  under either (i) or (ii) shall be  determined  in
          good faith by the Committee.

          (g)  "CHANGE  IN  CONTROL"  of the  Company  shall be  deemed  to have
     occurred  as of the  first  day  that  any  one or  more  of the  following
     conditions shall have been satisfied:

               (i) Any  Person  (other  than  those  Persons  in  control of the
          Company  as of the  Effective  Date,  or other than a trustee or other
          fiduciary  holding  securities  under an employee  benefit plan of the
          Company,  or  a  corporation  owned  directly  or  indirectly  by  the
          stockholders of the Company in  substantially  the same proportions as
          their  ownership  of stock of the  Company),  becomes  the  Beneficial
          Owner,   directly  or   indirectly,   of  securities  of  the  Company
          representing  twenty-five percent (25%) or more of the combined voting
          power of the Company's then outstanding securities; or

               (ii)  During  any  period  of  two  (2)  consecutive  years  (not
          including any period prior to the Effective Date),  individuals who at
          the  beginning  of such  period  constitute  the  Board  (and  any new
          Director, whose election by the Company's stockholders was approved by
          a vote of at least  two-thirds  (2/3) of the  Directors  then still in
          office who either were  Directors  at the  beginning  of the period or
          whose election or nomination for election was so approved),  cease for
          any reason to constitute a majority thereof; or

               (iii) The stockholders of the Company approve:

                    A. a plan of complete liquidation of the Company; or

                    B. an  agreement  for  the  sale  or  disposition  of all or
               substantially all the Company's assets; or

                    C. a merger, consolidation, or reorganization of the Company
               with or  involving  any other  corporation,  other than a merger,
               consolidation,  or reorganization that would result in the voting
               securities of the Company  outstanding  immediately prior thereto
               continuing to represent  (either by remaining  outstanding  or by
               being converted into voting securities of the surviving  entity),
               at least fifty percent (50%) of the combined  voting power of the
               voting  securities  of the  Company  (or such  surviving  entity)
               outstanding  immediately  after such  merger,  consolidation,  or
               reorganization.

                    However, in no event shall a Change-in-Control  be deemed to
               have occurred, with respect to a Participant,  if the Participant
               is  part   of  a   purchasing   group   which   consummates   the
               Change-in-Control  transaction.  A  Participant  shall be  deemed
               "part  of a  purchasing  group"  for  purposes  of the  preceding
               sentence  if the  Participant  is an  equity  participant  in the
               purchasing company or group (except for: (i) passive ownership of
               less  than  three  percent  (3%) of the  stock of the  purchasing
               company;  or  (ii)  ownership  of  equity  participation  in  the
               purchasing  company or group which is otherwise not  significant,
               as determined prior to the Change-in-Control by a majority of the
               non-employee continuing Directors).

          (h) "CODE"  means the Internal  Revenue Code of 1986,  as amended from
     time to time.

          (i) "COMMITTEE"  means the Compensation  Committee of American Medical
     Security Group,  Inc., as appointed by the Board to administer the Plan, or
     such other  committee  as may be  appointed  by the Board  consistent  with
     Section 3.1.

          (j) "COMPANY" means American Medical Security Group, Inc., a Wisconsin
     corporation or any successor thereto as provided in Article 17 herein.

          (k)  "DIRECTOR"  means any  individual who is a member of the Board of
     Directors of the Company.

          (l) "DISABILITY"  means a permanent and total  disability,  within the
     meaning of Code Section  22(e)(3),  as  determined by the Committee in good
     faith, upon receipt of sufficient competent medical advice from one or more
     individuals,   selected  by  the  Committee,  who  are  qualified  to  give
     professional medical advice.

          (m) "EMPLOYEE"  means any full-time  employee of the Company or of the
     Company's  Subsidiaries  or  affiliates.  Directors  who are not  otherwise
     employed by the Company shall not be considered Employees under this Plan.

          (n)  "EXCHANGE  ACT" means the  Securities  Exchange  Act of 1934,  as
     amended from time to time, or any successor Act thereto.

          (o) "FAIR  MARKET  VALUE"  means the  closing  price for Shares on the
     relevant  date,  or (if there  were no sales on such  date) the  average of
     closing  prices on the  nearest  day before and the  nearest  day after the
     relevant  date, on a stock  exchange or over the counter,  as determined by
     the Committee.

          (p) "FREESTANDING  SAR" means an SAR that is granted  independently of
     any Options.

          (q)  "INCENTIVE  STOCK  OPTION" or "ISO"  means an option to  purchase
     Shares, granted under Article 6 herein, which is designated as an Incentive
     Stock Option and is intended to meet the requirements of Section 422 of the
     Code.

          (r) "INSIDER"  shall mean an Employee who is, on the relevant date, an
     officer,  director of the Company, as defined in Rule 16 under the Exchange
     Act.

          (s) "NON-QUALIFIED STOCK OPTION" or "NQSO" means an option to purchase
     Shares,  granted  under  Article 6 herein,  which is not  intended to be an
     Incentive Stock Option.

          (t) "OPTION" means an Incentive Stock Option or a Non-qualified  Stock
     Option.

          (u) "OPTION  PRICE"  means the price at which a Share may be purchased
     by a Participant pursuant to an Option, as determined by the Committee.

          (v) "PARTICIPANT" means an Employee of the Company who has outstanding
     an Award granted under the Plan.

          (w)  "PERFORMANCE  UNIT"  means an Award  granted to an  Employee,  as
     described in Article 9 herein.

          (x)  "PERFORMANCE  SHARE" means an Award  granted to an  Employee,  as
     described in Article 9 herein.

          (y) "PERIOD OF RESTRICTION" means the period during which the transfer
     of Shares of Restricted  Stock is limited in some way (based on the passage
     of time, the  achievement of performance  goals,  or upon the occurrence of
     other events as determined by the Committee,  at its  discretion),  and the
     Shares are  subject to a  substantial  risk of  forfeiture,  as provided in
     Article 8 herein.

          (z) "PERSON"  shall have the meaning  ascribed to such term in Section
     3(a)(9) of the Exchange Act and used in Sections  13(d) and 14(d)  thereof,
     including a "group" as defined in Section 13(d).

          (aa)  "RESTRICTED  STOCK"  means an  Award  granted  to a  Participant
     pursuant to Article 8 herein.

          (bb)  "RETIREMENT"  shall  have  the  meaning  ascribed  to it in  the
     tax-qualified defined benefit retirement plan of the Company.

          (cc) "SHARES" means the shares of common stock of the Company.

          (dd)  "SUBSIDIARY"  means any  corporation  in which the Company  owns
     directly, or indirectly through subsidiaries,  at least fifty percent (50%)
     of the total  combined  voting power of all classes of stock,  or any other
     entity (including,  but not limited to, partnerships and joint ventures) in
     which the Company owns at least fifty percent (50%) of the combined  equity
     thereof.

          (ee) "STOCK APPRECIATION RIGHT" or "SAR" means an Award, granted alone
     or in connection with a related Option,  designated as an SAR,  pursuant to
     the terms of Article 7 herein.

          (ff)  "TANDEM SAR" means an SAR that is granted in  connection  with a
     related Option, the exercise of which shall require forfeiture of the right
     to purchase a Share under the related Option (and when a Share is purchased
     under the Option, an SAR shall similarly be cancelled).

          (gg)  "WINDOW  PERIOD"  means the period  beginning on the third (3rd)
     business  day  following  the  date  of  public  release  of the  Company's
     quarterly  sales and  earnings  information,  and  ending on the  thirtieth
     (30th) day following such date.

                            ARTICLE 3. ADMINISTRATION

     3.1 THE  COMMITTEE.  The Plan  shall be  administered  by the  Compensation
Committee of the Board of American Medical Security Group, Inc., or by any other
Committee  appointed by the Board  consisting of not less than two (2) Directors
who are not Employees. The members of the Committee shall be appointed from time
to time by, and shall serve at the  discretion  of, the Board of Directors.  The
Committee shall be comprised  solely of Directors who are both: (i) Non-Employee
Directors,  as defined in Rule 16b-3 under the  Exchange  Act;  and (ii) Outside
Directors, as defined in Treas. Reg. 1.162-27.

     3.2 AUTHORITY OF THE COMMITTEE.  The Committee shall have full power except
as limited by law or by the Articles of Incorporation or By-laws of the Company,
and subject to the provisions herein, to determine the size and types of Awards;
to determine the terms and conditions of such Awards in a manner consistent with
the Plan;  to construe and  interpret  the Plan and any  agreement or instrument
entered into under the Plan; to establish, amend, or waive rules and regulations
for the Plan's  administration;  and  (subject to the  provisions  of Article 14
herein) to amend the terms and conditions of any outstanding Award to the extent
such terms and conditions are within the discretion of the Committee as provided
in the Plan. Further,  the Committee shall make all other  determinations  which
may be necessary or advisable for the  administration  of the Plan. As permitted
by law, the Committee may delegate its authority as identified hereunder.

     3.3  DECISIONS  BINDING.  All  determinations  and  decisions  made  by the
Committee  pursuant  to the  provisions  of the Plan and all  related  orders or
resolutions of the Board of Directors shall be final, conclusive, and binding on
all Persons, including the Company, its stockholders,  Employees,  Participants,
and their estates and beneficiaries.

                      ARTICLE 4. SHARES SUBJECT TO THE PLAN

     4.1 NUMBER OF SHARES.  Subject to  adjustment  as  provided  in Section 4.3
herein,  the total number of Shares  available  for grant under the Plan may not
exceed  4,000,000.  These 4,000,000 Shares may be either authorized but unissued
or reacquired Shares.

     The  following  rules will apply for purposes of the  determination  of the
number of Shares available for grant under the Plan:

          (a) While an Award is  outstanding,  it shall be counted  against  the
     authorized pool of Shares, regardless of its vested status.

          (b) The grant of an Option or Restricted Stock shall reduce the Shares
     available for grant under the Plan by the number of Shares  subject to such
     Award.

          (c) The  grant of a Tandem  SAR  shall  reduce  the  number  of Shares
     available for grant by the number of Shares  subject to the related  Option
     (i.e.,  there is no double  counting  of Options and their  related  Tandem
     SARs).

          (d) The Grant of an  Affiliated  SAR shall reduce the number of Shares
     available for grant by the number of Shares subject to the SAR, in addition
     to the number of Shares subject to the related Option.

          (e) The grant of a Freestanding  SAR shall reduce the number of Shares
     available for grant by the number of Freestanding SARs granted.

          (f) The Committee shall in each case determine the appropriate  number
     of Shares to deduct from the authorized  pool in connection  with the grant
     of Performance Units and/or Performance Shares.

          (g) To the  extent  that an Award is settled  in cash  rather  than in
     Shares,  the authorized  Share pool shall be credited with the  appropriate
     number  of Shares  represented  by the cash  settlement  of the  Award,  as
     determined  at  the  sole  discretion  of  the  Committee  (subject  to the
     limitation set forth in Section 4.2 herein).

     The maximum  number of Shares with  respect to which  Awards may be made to
any Employee  annually  shall not exceed  250,000  shares.  Notwithstanding  the
foregoing,  if the  Employee  receives  the  Award  prior to March  31,  1997 in
connection  with  the  Employee's  initial  employment  by  the  Company  or  in
connection  with a merger or acquisition  by the Company,  the maximum number of
Shares with respect to which Awards may be made during the three (3) year period
ended March 31, 1997 shall be 850,000 Shares.

     4.2  LAPSED  AWARDS.  If any Award  granted  under  this Plan is  canceled,
terminates,  expires,  or  lapses  for any  reason  (with the  exception  of the
termination  of a  Tandem  SAR  upon  exercise  of the  related  Option,  or the
termination of a related Option upon exercise of the corresponding  Tandem SAR),
any Shares  subject to such Award again shall be  available  for the grant of an
Award  under  the  Plan.  However,  in the  event  that  prior  to  the  Award's
cancellation,  termination, expiration, or lapse, the holder of the Award at any
time  received one or more  "benefits of  ownership"  pursuant to such Award (as
defined by the  Securities  and  Exchange  Commission,  pursuant  to any rule or
interpretation  promulgated  under Section 16 of the Exchange  Act),  the shares
subject to such Award shall not be made available for regrant under the Plan.

     4.3  ADJUSTMENTS  IN  AUTHORIZED  SHARES.  In  the  event  of  any  merger,
reorganization, consolidation,  recapitalization, separation, liquidation, stock
dividend,  split-up,  Share  combination,  or  other  change  in  the  corporate
structure of the Company affecting the Shares,  such adjustment shall be made in
the number of class of Shares which may be delivered  under the Plan, and in the
number and class of and/or price of Shares subject to outstanding Options, SARs,
and  Restricted  Stock  granted  under  the  Plan,  as may be  determined  to be
appropriate and equitable by the Committee,  in its sole discretion,  to prevent
dilution  or  enlargement  of  rights;  and  provided  that the number of Shares
subject to any Award shall always be a whole number.

                    ARTICLE 5. ELIGIBILITY AND PARTICIPATION

     5.1  ELIGIBILITY.  Persons eligible to participate in this Plan include all
full-time,  active Employees of the Company and its Subsidiaries,  as determined
by the  Committee,  including  Employees  who  are  members  of the  Board,  but
excluding Directors who are not Employees.

     5.2  ACTUAL  PARTICIPATION.  Subject  to the  provisions  of the Plan,  the
Committee may, from time to time, select from all eligible  Employees,  those to
whom Awards shall be granted and shall  determine  the nature and amount of each
award.

                            ARTICLE 6. STOCK OPTIONS

     6.1 GRANT OF  OPTIONS.  Subject  to the terms and  provisions  of the Plan,
Options may be granted to  Employees  at any time and from time to time as shall
be  determined  by  the  Committee.  The  Committee  shall  have  discretion  in
determining the number of Shares subject to Options granted to each Participant.
The Committee may grant ISOs, NQSOs, or a combination thereof.

     6.2 OPTION  AWARD  AGREEMENT.  Each Option  grant shall be  evidenced by an
Option Award Agreement that shall specify the Option Price,  the duration of the
Option,  the  number  of Shares to which the  Option  pertains,  and such  other
provisions as the Committee  shall  determine.  The Option Award  Agreement also
shall specify  whether the Option is intended to be an ISO within the meaning of
Section 422 of the Code,  or an NQSO whose  grant is intended  not to fall under
the Code provisions of Section 422.

     6.3 OPTION  PRICE.  The Option  Price for each grant of an Option  shall be
determined  by the  Committee;  provided that the Option Price shall not be less
than one hundred  percent (100%) of the Fair Market Value of a Share on the date
the Option is granted.

     6.4  DURATION OF  OPTIONS.  Each  Option  shall  expire at such time as the
Committee shall determine at the time of grant;  provided,  however, that no ISO
shall be exercisable later than the tenth (10th)  anniversary date of its grant,
and no NQSO shall be exercisable later than the twelfth (12th)  anniversary date
of its grant.

     6.5  EXERCISE  OF  OPTIONS.   Options  granted  under  the  Plan  shall  be
exercisable at such times and be subject to such  restrictions and conditions as
the  Committee  shall in each instance  approve,  which need not be the same for
each grant or for each Participant.  However, in no event may any Option granted
under this Plan become exercisable prior to six (6) months following the date of
its grant.

     6.6 PAYMENT. Options shall be exercised by the delivery of a written notice
of exercise to the Secretary of the Company,  setting forth the number of Shares
with respect to which the Option is to be exercised, accompanied by full payment
for the Shares.

     The  Option  Price  upon  exercise  of any  Option  shall be payable to the
Company  in full  either:  (a) in cash or its  equivalent,  or (b) by  tendering
previously  acquired Shares having an aggregate Fair Market Value at the time of
exercise  equal to the total  Option Price  (provided  that the Shares which are
tendered  must  have been held by the  Participant  for at least six (6)  months
prior to their tender to satisfy the Option  Price),  or (c) by a combination of
(a) and (b).

     The Committee also may allow cashless  exercise as permitted  under Federal
Reserve Board's Regulation T, subject to applicable securities law restrictions,
or by any other means which the Committee  determines to be consistent  with the
Plan's purpose and applicable law.

     As soon as practicable after receipt of a written  notification of exercise
and  full  payment,  the  Company  shall  deliver  to  the  Participant,  in the
Participant's  name, Share  certificates in an appropriate amount based upon the
number of Shares purchased under the Option(s).

     6.7  RESTRICTIONS ON SHARE  TRANSFERABILITY.  The Committee may impose such
restrictions on any Shares acquired  pursuant to the exercise of an Option under
the Plan, as it may deem advisable, including, without limitation,  restrictions
under  applicable  Federal  securities laws, under the requirements of any Stock
exchange or market upon which such Shares are then  listed  and/or  traded,  and
under any Blue Sky or state securities laws applicable to such Shares.


     6.8 TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY OR RETIREMENT.

          (a) TERMINATION BY DEATH. In the event the employment of a Participant
     is terminated by reason of death,  all outstanding  Options granted to that
     Participant  shall  immediately vest one hundred percent (100%),  and shall
     remain  exercisable at any time prior to their  expiration date, or for one
     (1) year  after the date of death,  whichever  period is  shorter,  by such
     person  or  persons   as  shall  have  been  named  as  the   Participant's
     beneficiary, or by such persons that have acquired the Participant's rights
     under the Option by will or by the laws of descent and distribution.

          (b)  TERMINATION  BY  DISABILITY.  In the  event the  employment  of a
     Participant is terminated by reason of Disability,  all outstanding Options
     granted to that  Participant  shall  immediately  vest one hundred  percent
     (100%) as of the date the Committee determines the definition of Disability
     to have been satisfied,  and shall remain  exercisable at any time prior to
     their  expiration  date,  or for one (1)  year  after  the  date  that  the
     Committee  determines the definition of Disability to have been  satisfied,
     whichever period is shorter.

          (c)  TERMINATION  BY  RETIREMENT.  In the  event the  employment  of a
     Participant  is terminated  by reason of  Retirement,  the Committee  shall
     retain discretion over the treatment of Options.

          (d)  EMPLOYMENT  TERMINATION  FOLLOWED  BY DEATH.  In the event that a
     Participant's  employment terminates by reason of Disability or Retirement,
     and within the exercise  period  allowed by the  Committee  following  such
     termination the Participant dies, then the remaining  exercise period under
     outstanding  Options shall equal the longer of: (i) one (1) year  following
     death;  or (ii) the  remaining  portion of the  exercise  period  which was
     triggered by the employment termination.  Such Options shall be exercisable
     by such  person or persons  who shall have been named as the  Participant's
     beneficiary,  or by such persons who have acquired the Participant's rights
     under the Option by will or by the laws of descent and distribution.

          (e)  EXERCISE  LIMITATIONS  ON  ISOS.  In the  case of  ISOs,  the tax
     treatment  prescribed  under  Section 422 of the  Internal  Revenue Code of
     1986,  as amended,  may not be available  if the Options are not  exercised
     within the Section 422  prescribed  time periods  after each of the various
     types of employment termination.

     6.9  TERMINATION OF EMPLOYMENT  FOR OTHER  REASONS.  If the employment of a
Participant  shall  terminate for any reason other than the reasons set forth in
Section 6.8 (and other than for  Cause),  all  Options  held by the  Participant
which  are  not  vested  as of the  effective  date  of  employment  termination
immediately  shall be  forfeited  to the  Company  (and shall once again  become
available  for grant  under  the  Plan).  However,  the  Committee,  in its sole
discretion,  shall have the right to immediately vest all or any portion of such
Options,  subject to such terms as the Committee, in its sole discretion,  deems
appropriate.

     Options which are vested as of the effective date of employment termination
may be  exercised  by the  Participant  for a  period  of up to six  (6)  months
following  termination,  or for  such  longer  period  up to one (1) year as the
Committee determines with respect to a particular Participant.

     If the  employment of a Participant  shall be terminated by the Company for
Cause,  all  outstanding  options held by the Participant  immediately  shall be
forfeited  to the Company and no  additional  exercise  period shall be allowed,
regardless of the vested status of the Option.

     For purposes of this Section and Section 6.8, a  termination  of employment
shall occur only after the Employee  ceases to be an Employee of the Company and
all Affiliates.

     6.10 RESTRICTIONS ON TRANSFERABILITY.  No Option granted under the Plan may
be sold, transferred,  pledged, assigned or otherwise alienated or hypothecated,
other  than by will or by the laws of  descent  and  distribution,  and shall be
exercisable by a Participant  during his or her lifetime only by the Participant
except  that NQSOs may be  transferred  by a  Participant  to the  Participant's
spouse,  children or grandchildren or to a trust for the benefit of such spouse,
children or grandchildren.

                      ARTICLE 7. STOCK APPRECIATION RIGHTS

     7.1 GRANT OF SARS.  Subject to the terms and conditions of the Plan, an SAR
may be  granted  to an  Employee  at any time and from  time to time as shall be
determined  by  the  Committee.   The  Committee  may  grant   Affiliated  SARs,
Freestanding SARs, Tandem SARs, or any combination of these forms of SAR.

     The Committee  shall have complete  discretion in determining the number of
SARs granted to each  Participant  (subject to Article 4 herein) and  consistent
with the  provisions  of the Plan,  in  determining  the  terms  and  conditions
pertaining to such SARs. However, the grant price of a Freestanding SAR shall be
at least equal to one hundred percent (100%) of the Fair Market Value of a Share
on the date of grant of the SAR.  The grant price of Tandem or  Affiliated  SARs
shall equal the Option  Price of the related  Option.  In no event shall any SAR
granted  hereunder  become  exercisable  within  the first six (6) months of its
grant.

     7.2 EXERCISE OF TANDEM SARS.  Tandem SARs may be exercised  for all or part
of the Shares  subject to the related  Option upon the surrender of the right to
exercise  the  equivalent  portion of the  related  Option.  A Tandem SAR may be
exercised  only with respect to the Shares for which its related  Option is then
exercisable.

     Notwithstanding  any other  provision  of this Plan to the  contrary,  with
respect to a Tandem SAR granted in  connection  with an ISO:  (i) the Tandem SAR
will expire no later than the expiration of the  underlying  ISO; (ii) the value
of the payout with respect to the Tandem SAR may be for no more than one hundred
percent (100%) of the difference  between the Option Price of the underlying ISO
and the Fair Market  Value of the Shares  subject to the  underlying  ISO at the
time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only
when the Fair Market  Value of the Shares  subject to the ISO exceeds the Option
Price of the ISO.

     7.3  EXERCISE OF  AFFILIATED  SARS.  Affiliated  SARs shall be deemed to be
exercised  upon the  exercise of the  related  Options.  The deemed  exercise of
Affiliated  SARs  shall not  necessitate  a  reduction  in the number of related
Options.

     7.4 EXERCISE OF FREESTANDING SARS.  Freestanding SARs may be exercised upon
whatever terms and conditions the  Committee,  in its sole  discretion,  imposes
upon them.

     7.5 SAR AGREEMENT.  Each SAR grant shall be evidenced by an Award Agreement
that  shall  specify  the  grant  price,  the  term of the SAR,  and such  other
provisions as the Committee shall determine.

     7.6  TERM OF SARS.  The  term of an SAR  granted  under  the Plan  shall be
determined by the Committee,  in its sole discretion;  provided,  however,  that
such term shall not exceed twelve (12) years.

     7.7 PAYMENT OF SAR AMOUNT.  Upon exercise of an SAR, a Participant shall be
entitled  to  receive  payment  from the  Company  in an  amount  determined  by
multiplying:

          (a) The  difference  between the Fair  Market  Value of a Share on the
     date of exercise over the grant price; by

          (b) The number of Shares with respect to which the SAR is exercised.

     At the discretion of the Committee, the payment upon SAR exercise may be in
cash, in Shares of equivalent value, or in some combination thereof.

     7.8 RULE 16B-3  REQUIREMENTS.  Notwithstanding  any other  provision of the
Plan, the Committee may impose such conditions on exercise of an SAR (including,
without limitation,  the right of the Committee to limit the time of exercise to
specified  periods) as may be required to satisfy the requirements of Section 16
(or any successor rule) of the Exchange Act.

     For  example,  if  the  Participant  is an  Insider,  the  ability  of  the
Participant  to  exercise  SARs for cash  will be  limited  to  Window  Periods.
However, if the Committee  determines that the Participant is not an Insider, or
if the  securities  laws change to permit  greater  freedom of exercise of SARs,
then the Committee  may permit  exercise at any point in time, to the extent the
SARs are otherwise exercisable under the Plan.

     7.9 TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR RETIREMENT.

          (a) TERMINATION BY DEATH. In the event the employment of a Participant
     is  terminated  by reason of death,  all  outstanding  SARs granted to that
     Participant  shall  immediately vest one hundred percent (100%),  and shall
     remain  exercisable at any time prior to their  expiration date, or for one
     (1) year  after the date of death,  whichever  period is  shorter,  by such
     person  or  persons   as  shall  have  been  named  as  the   Participant's
     beneficiary, or by such persons that have acquired the Participant's rights
     under the SAR by will or by the laws of descent and distribution.

          (b)  TERMINATION  BY  DISABILITY.  In the  event the  employment  of a
     Participant is terminated by reason of  Disability,  all  outstanding  SARs
     granted to that  Participant  shall  immediately  vest one hundred  percent
     (100%) as of the date the Committee determines the definition of Disability
     to have been satisfied,  and shall remain  exercisable at any time prior to
     their  expiration  date,  or for one (1)  year  after  the  date  that  the
     Committee  determines the definition of Disability to have been  satisfied,
     whichever period is shorter.

          (c)  TERMINATION  BY  RETIREMENT.  In the  event the  employment  of a
     Participant  is terminated  by reason of  Retirement,  the Committee  shall
     retain discretion over the treatment of SARs.

          (d)  EMPLOYMENT  TERMINATION  FOLLOWED  BY DEATH.  In the event that a
     Participant's  employment terminates by reason of Disability or Retirement,
     and within the exercise  period  allowed by the  Committee  following  such
     termination, the Participant dies, then the remaining exercise period under
     outstanding  SARs shall  equal the  longer  of: (i) one (1) year  following
     death;  or (ii) the  remaining  portion of the  exercise  period  which was
     triggered by the employment termination.  Such SARs shall be exercisable by
     such  person or  persons  who shall  have been  named as the  Participant's
     beneficiary,  or by such persons who have acquired the Participant's rights
     under the SAR by will or by the laws of descent and distribution.

     7.10  TERMINATION OF EMPLOYMENT  FOR OTHER REASONS.  If the employment of a
Participant  shall  terminate for any reason other than the reasons set forth in
Section 7.9 (and other than for Cause),  all SARs held by the Participant  which
are not vested as of the effective  date of employment  termination  immediately
shall be forfeited to the Company  (and shall once again  become  available  for
grant under the Plan).  However,  the Committee,  in its sole discretion,  shall
have the right to immediately  vest all or any portion of such SARs,  subject to
such terms as the Committee, in its sole discretion, deems appropriate.

     SARs which are vested as of the effective  date of  employment  termination
may be exercised by the Participant within the period beginning on the effective
date of employment termination, and ending six (6) months after such date.

     If the  employment of a Participant  shall be terminated by the Company for
Cause,  all  outstanding  SARs  held by the  Participant  immediately  shall  be
forfeited  to the Company and no  additional  exercise  period shall be allowed,
regardless of the vested status of the SARs.

     7.11  NON-TRANSFERABILITY  OF SARS.  No SAR  granted  under the Plan may be
sold,  transferred,  pledged,  assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, all SARs
granted to a Participant  under the Plan shall be exercisable  during his or her
lifetime only by such Participant.

                           ARTICLE 8. RESTRICTED STOCK

     8.1 GRANT OF RESTRICTED  STOCK.  Subject to the terms and provisions of the
Plan,  the  Committee,  at any time and from time to time,  may grant  Shares of
Restricted  Stock to eligible  Employees in such amounts as the Committee  shall
determine.

     8.2  RESTRICTED  STOCK  AGREEMENT.  Each  Restricted  Stock  grant shall be
evidenced  by a  Restricted  Stock  Agreement  that shall  specify the Period of
Restriction, or Periods, the number of Restricted Stock Shares granted, and such
other provisions as the Committee shall determine.

     8.3  TRANSFERABILITY.  Except as provided in this  Article 8, the Shares of
Restricted Stock granted herein may not be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated until the end of the applicable Period of
Restriction  established by the Committee and specified in the Restricted  Stock
Agreement, or upon earlier satisfaction of any other conditions, as specified by
the  Committee  in its sole  discretion  and set forth in the  Restricted  Stock
Agreement.  However, in no event may any Restricted Stock granted under the Plan
become vested in a Participant prior to six (6) months following the date of its
grant.  All rights with respect to the Restricted Stock granted to a Participant
under  the Plan  shall be  available  during  his or her  lifetime  only to such
Participant.

     8.4 OTHER RESTRICTIONS.  The Committee shall impose such other restrictions
on any Shares of Restricted  Stock  granted  pursuant to the Plan as it may deem
advisable including, without limitation, restrictions based upon the achievement
of specific  performance goals  (Company-wide,  divisional,  and/or individual),
and/or  restrictions  under applicable Federal or state securities laws; and may
legend the certificates representing Restricted Stock to give appropriate notice
of such restrictions.

     8.5 CERTIFICATE  LEGEND.  In addition to any legends placed on certificates
pursuant  to  Section  8.4  herein,  each  certificate  representing  Shares  of
Restricted Stock granted pursuant to the Plan shall bear the following legend:

          "The sale or other transfer of the Shares of stock represented by this
     certificate,  whether  voluntary,  involuntary,  or by operation of law, is
     subject to certain  restrictions  on transfer as set forth in the  American
     Medical  Security Group,  Inc.  Equity  Incentive Plan, and in a Restricted
     Stock Agreement. A copy of the Plan and such Restricted Stock Agreement may
     be obtained from the Secretary of American Medical Security Group, Inc."

     8.6 REMOVAL OF RESTRICTIONS.  Except as otherwise  provided in this Article
8, Shares of Restricted  Stock covered by each Restricted Stock grant made under
the Plan shall become freely  transferable by the Participant after the last day
of  the  Period  of   Restriction.   Once  the  Shares  are  released  from  the
restrictions,  the Participant  shall be entitled to have the legend required by
Section 8.5 removed from his or her Share certificate.

     8.7 VOTING RIGHTS.  During the Period of Restriction,  Participants holding
Shares of  Restricted  Stock  granted  hereunder may exercise full voting rights
with respect to those Shares.

     8.8 DIVIDENDS AND OTHER  DISTRIBUTIONS.  During the Period of  Restriction,
Participants  holding  Shares of  Restricted  Stock granted  hereunder  shall be
entitled to receive all dividends and other  distributions  paid with respect to
those Shares while they are so held. If any such dividends or distributions  are
paid in  Shares,  the  Shares  shall  be  subject  to the same  restrictions  on
transferability  and  forfeitability  as the  Shares of  Restricted  Stock  with
respect to which they were paid.

     In the event that any dividend  constitutes a  "derivative  security" or an
"equity  security"  pursuant to Rule 16(a) under the Exchange Act, such dividend
shall be subject to a vesting  period equal to the longer of: (i) the  remaining
vesting  period of the  Shares of  Restricted  Stock  with  respect to which the
dividend  is  paid;  or (ii)  six (6)  months.  The  Committee  shall  establish
procedures for the application of this provision.

     8.9 TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY,  OR RETIREMENT.  In
the event the  employment of a  Participant  is terminated by reason of death or
Disability,  all outstanding  Shares of Restricted Stock shall  immediately vest
one hundred percent (100%) as of the date of employment termination (in the case
of Disability,  the date  employment  terminates  shall be deemed to be the date
that  the  Committee  determines  the  definition  of  Disability  to have  been
satisfied).  The Committee  retains  discretion over the treatment of Restricted
Stock  upon  Retirement.  In the  event  of  full  vesting,  the  holder  of the
certificates   of   Restricted   Stock   shall   be   entitled   to   have   any
non-transferability  legends  required  under  Sections 8.4 and 8.5 of this Plan
removed from the Share certificates.

     8.10  TERMINATION OF EMPLOYMENT  FOR OTHER REASONS.  If the employment of a
Participant  shall  terminate for any reason other than those  specifically  set
forth in  Section  8.9  herein,  all  Shares  of  Restricted  Stock  held by the
Participant  which  are  not  vested  as of the  effective  date  of  employment
termination  immediately  shall be forfeited  and returned to the Company  (and,
subject to Section 4.2 herein, shall once again become available for grant under
the Plan).

     With the exception of a termination of employment for Cause, the Committee,
in its sole  discretion,  shall  have the right to  provide  for  lapsing of the
restrictions of Restricted  Stock following  employment  termination,  upon such
terms and provisions as it deems proper.

               ARTICLE 9. PERFORMANCE UNITS AND PERFORMANCE SHARES

     9.1 GRANT OF  PERFORMANCE  UNITS/SHARES.  Subject to the terms of the Plan,
Performance Units and Performance Shares may be granted to eligible Employees at
any time and from time to time,  as shall be determined  by the  Committee.  The
Committee   shall  have  complete   discretion  in  determining  the  number  of
Performance Units and Performance Shares granted to each Participant.

     9.2 VALUE OF PERFORMANCE UNITS/SHARES.  Each Performance Unit shall have an
initial value that is  established  by the Committee at the time of grant.  Each
Performance  Share shall have an initial value equal to the Fair Market Value of
a Share on the date of grant.  The Committee shall set performance  goals in its
discretion which,  depending on the extent to which they are met, will determine
the number and/or value of Performance Units/Shares that will be paid out to the
Participants.  The time period  during which the  performance  goals must be met
shall be called a "Performance Period." Performance Periods shall, in all cases,
exceed six (6) months in length.

     9.3 EARNING OF PERFORMANCE  UNITS/SHARES.  After the applicable Performance
Period has ended,  the holder of Performance  Units/Shares  shall be entitled to
receive  payout  on  the  number  of  Performance  Units/Shares  earned  by  the
Participant over The Performance  Period,  to be determined as a function of the
extent to which the corresponding performance goals have been achieved.

     9.4 FORM AND  TIMING OF  PAYMENT OF  PERFORMANCE  UNITS/SHARES.  Payment of
earned  Performance  Units/Shares  shall be made in a single  lump  sum,  within
forty-five (45) calendar days following the close of the applicable  Performance
Period.  The  Committee,  in its sole  discretion,  may pay  earned  Performance
Units/Shares  in the form of cash or in Shares  (or in a  combination  thereof),
which  have an  aggregate  Fair  Market  Value  equal to the value of the earned
Performance Units/Shares at the close of the applicable Performance Period.

     Prior to the beginning of each Performance  Period,  Participants may elect
to defer the  receipt of  Performance  Unit/Share  payout upon such terms as the
Committee deems appropriate.

     9.5  TERMINATION OF EMPLOYMENT  DUE TO DEATH,  DISABILITY,  RETIREMENT,  OR
INVOLUNTARY  TERMINATION  (WITHOUT  CAUSE).  In the  event the  employment  of a
Participant  is  terminated  by reason  of death or  Disability  or  involuntary
termination  without Cause during a Performance  Period,  the Participant  shall
receive a prorated payout of the Performance Units/Shares. The Committee retains
discretion over the treatment of Performance  Units/Shares upon Retirement.  Any
prorated  payout shall be determined by the Committee,  in its sole  discretion,
and  shall be based  upon  the  length  of time  that the  Participant  held the
Performance  Units/Shares  during the Performance  Period,  and shall further be
adjusted based on the achievement of the pre-established performance goals.

     Timing of payment of earned Performance Units/Shares shall be determined by
the Committee at its sole discretion.

     9.6  TERMINATION  OF  EMPLOYMENT  FOR OTHER  REASONS.  In the event  that a
Participant's  employment terminates for any reason other than those reasons set
forth in Section 9.5 herein, all Performance  Units/Shares shall be forfeited by
the  Participant  to the Company,  and shall once again be  available  for grant
under the Plan.

     9.7   NON-TRANSFERABILITY.   Performance  Units/Shares  may  not  be  sold,
transferred,  pledged,  assigned, or otherwise alienated or hypothecated,  other
than by will or by the laws of descent and distribution. Further a Participant's
rights under the Plan shall be  exercisable  during the  Participant's  lifetime
only by the Participant or the Participant's legal representative.

                       ARTICLE 10. BENEFICIARY DESIGNATION

     Each  Participant  under  the  Plan  may,  from  time  to  time,  name  any
beneficiary or beneficiaries  (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she  receives  any or all of such  benefit.  Each such  designation  shall
revoke  all prior  designations  by the same  Participant,  shall be in the form
prescribed by the Company and will be effective only when any necessary  spousal
consent is obtained and filed by the  Participant  in writing with the Secretary
of the Company  during the  Participant's  lifetime.  In the absence of any such
designation,  benefits remaining unpaid at the Participant's death shall be paid
to the Participant's estate.

                              ARTICLE 11. DEFERRALS

     The Committee may permit a Participant to defer such Participant's  receipt
of the payment of cash or the delivery of Shares that would  otherwise be due to
such  Participant  by virtue of the  exercise of the Option or SAR, the lapse or
waiver of restrictions  with respect to Restricted Stock, or the satisfaction of
any requirements or goals with respect to Performance Units/Shares.  If any such
deferral  election is required or permitted,  the Committee  shall,  in its sole
discretion, establish rules and procedures for such payment deferrals.

                         ARTICLE 12. RIGHTS OF EMPLOYEES

     12.1  EMPLOYMENT.  Nothing in the Plan shall interfere with or limit in any
way the right of the Company to terminate  any  Participant's  employment at any
time, nor confer upon any Participant any right to continue in the employ of the
Company.

     For purposes of the Plan,  transfer of employment of a Participant  between
the Company and any one of its Subsidiaries (or between  Subsidiaries) or Parent
(Blue Cross & Blue Shield United of Wisconsin) shall not be deemed a termination
of employment.

     12.2  PARTICIPATION.  No  Employee  shall have the right to be  selected to
receive an Award under this Plan, or having been so selected,  to be selected to
receive a future Award.

                          ARTICLE 13. CHANGE IN CONTROL

     Upon the occurrence of a Change in Control,  unless otherwise  specifically
prohibited by the terms of Section 18, herein:

          (a) Any and all  Options  and  SARs  granted  hereunder  shall  become
     immediately exercisable;

          (b) Any  restriction  periods and  restrictions  imposed on Restricted
     Shares shall lapse,  and within ten (10) business days after the occurrence
     of a Change in  Control,  the  stock  certificates  representing  Shares of
     Restricted  Stock,  without any  restrictions or legend  thereon,  shall be
     delivered to the applicable Participants;

          (c) The  target  value  attainable  under  all  Performance  Units and
     Performance Shares shall be deemed to have been fully earned for the entire
     Performance  Period as of the effective date of the Change in Control,  and
     shall be paid out in cash to Participants within thirty (30) days following
     the effective date of the Change in Control; provided,  however, that there
     shall not be an  accelerated  payout with respect to  Performance  Units or
     Performance Shares which were granted less than six (6) months prior to the
     effective date of the Change in Control;

          (d)  Subject  to  Article  14  herein,  the  Committee  shall have the
     authority  to make any  modifications  to the Awards as  determined  by the
     Committee  to be  appropriate  before the  effective  date of the Change in
     Control.

              ARTICLE 14. AMENDMENT, MODIFICATION, AND TERMINATION

     14.1  AMENDMENT,  MODIFICATION  AND  TERMINATION.  With the approval of the
Board, at any time and from time to time, the Committee may terminate, amend, or
modify the Plan.  However,  without  the  approval  of the  shareholders  of the
Company (as may be required by the Code, by the insider trading rules of Section
16 of the Exchange Act, by any national  securities  exchange or system on which
the  Shares  are  then  listed  or  reported,  or by a  regulatory  body  having
jurisdiction   with  respect  hereto),   no  such   termination,   amendment  or
modification may:

          (a) Materially increase the total number of Shares which may be issued
     under this Plan, except as provided in Section 4.3 herein; or

          (b) Materially  modify the eligibility  requirements to add a class of
     Insiders; or

          (c)  Materially  increase the benefits  accruing to Insiders under the
     Plan.

     14.2 AWARDS PREVIOUSLY GRANTED. No termination,  amendment, or modification
of the Plan shall  adversely  affect in any  material  way any Award  previously
granted under the Plan,  without the written consent of the Participant  holding
such Award.

                             ARTICLE 15. WITHHOLDING

     15.1 TAX  WITHHOLDING.  The  Company  shall have the power and the right to
deduct or withhold,  or require a Participant to remit to the Company, an amount
sufficient  to  satisfy   Federal,   state,   and  local  taxes  (including  the
Participant's  FICA  obligation)  required by law to be withheld with respect to
any taxable event arising or as a result of this Plan.

     15.2 SHARE  WITHHOLDING.  With  respect to  withholding  required  upon the
exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock,
or upon any other taxable event hereunder,  Participants  may elect,  subject to
the approval of the Committee, to satisfy the withholding requirement,  in whole
or in part, by having the Company  withhold Shares having a Fair Market Value on
the date the tax is to be determined  equal to the minimum  statutory  total tax
which could be imposed on the  transaction.  All elections shall be irrevocable,
made in writing,  signed by the  Participant,  and  elections by Insiders  shall
additionally  comply with the applicable  requirement set forth in (a) or (b) of
this Section 15.2.

          (a) AWARDS HAVING EXERCISE  TIMING WITHIN  INSIDERS'  DISCRETION.  The
     Insider must either:

               (i) Deliver written notice of the stock  withholding  election to
          the  Committee at least six (6) months prior to the date  specified by
          the Insider on which the exercise of the Award is to occur; or

               (ii) Make the stock  withholding  election in connection  with an
          exercise of an Award which occurs during a Window Period.

          (b) AWARDS HAVING A FIXED  EXERCISE/PAYOUT  SCHEDULE  WHICH IS OUTSIDE
     INSIDERS' CONTROL. The Insider must either:

               (i) Deliver written notice of the stock  withholding  election to
          the  Committee  at least six (6) months prior to the date on which the
          taxable  event  (e.g.,  exercise  or payout)  relating to the Award is
          scheduled to occur; or

               (ii) Make the stock  withholding  election during a Window Period
          which  occurs prior to the  scheduled  taxable  event  relating to the
          Award  (for this  purpose,  an  election  may be made  prior to such a
          Window  Period,  provided  that it becomes  effective  during a Window
          Period occurring prior to the applicable taxable event).

                           ARTICLE 16. INDEMNIFICATION

     Each person who is or shall have been a member of the Committee,  or of the
Board,  shall be indemnified  and held harmless by the Company  against and from
any loss,  cost,  liability,  or expense that may be imposed upon or  reasonably
incurred by him or her in connection  with or resulting from any claim,  action,
suit,  or proceeding to which he or she may be a party or in which he or she may
be involved  by reason of any action  taken or failure to act under the Plan and
against and from any and all amounts paid by him or her in  settlement  thereof,
with  the  Company's  approval,  or  paid by him or her in  satisfaction  of any
judgment in any such action, suit, or proceeding against him or her, provided he
or she shall give the Company an opportunity,  at its own expense, to handle and
defend the same  before he or she  undertakes  to handle and defend it on his or
her own behalf. The foregoing right of indemnification shall not be exclusive of
any other rights of  indemnification  shall not be exclusive of any other rights
of  indemnification  to which such persons may be entitled  under the  Company's
Certificate of  Incorporation or By-laws,  as a matter of law, or otherwise,  or
any power that the Company may have to indemnify them or hold them harmless.

                             ARTICLE 17. SUCCESSORS

     All  obligations  of the  Company  under the Plan,  with  respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence  of such  successor  is the result of a direct or  indirect  purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

                         ARTICLE 18. LEGAL CONSTRUCTION

     18.1 GENDER AND NUMBER.  Except where  otherwise  indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

     18.2  SEVERABILITY.  In the event any  provision  of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

     18.3 REQUIREMENTS OF LAW. The granting of Awards and the issuance of Shares
under the Plan shall be subject to all applicable laws,  rules, and regulations,
and to such  approvals  by any  governmental  agencies  or  national  securities
exchanges as may be required.

     Notwithstanding  any other  provision set forth in the Plan, if required by
the  then-current  Section 16 of the Exchange Act, any "derivative  security" or
"equity security" offered pursuant to the Plan to any Insider may not be sold or
transferred  for at least six (6) months  after the date of grant of such Award.
The terms "equity  security" and  "derivative  security" shall have the meanings
ascribed to them in the then-current Rule 16(a) under the Exchange Act.

     18.4  SECURITIES  LAW  COMPLIANCE.  With respect to Insiders,  transactions
under this Plan are intended to comply with all  applicable  conditions  or Rule
16b-3 or its  successors  under the 1934 Act. To the extent any provision of the
plan or action by the Committee fails to so comply,  it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Committee.

     18.5  GOVERNING  LAW. To the extent not preempted by Federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the State of Wisconsin.