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                        UNITED WISCONSIN SERVICES, INC.
                           DEFERRED COMPENSATION PLAN
                                 FOR DIRECTORS


1.  PURPOSE OF PLAN

    The purpose of the United Wisconsin Services, Inc. Deferred Compensation
    Plan for Directors ("Plan") is to provide a procedure whereby a member of
    the Board of Directors of United Wisconsin Services, Inc. ("the Company")
    who is not an employee of the Company or any of its subsidiaries
    ("Director") may defer the payment of all or a specified portion of the
    compensation payable to the Director for services as a Director, including
    the retainer, meeting fees, and other fees payable in connection with his
    or her Board and committee responsibilities ("Fees").

2.  ADMINISTRATION

    The Plan shall be administered by a committee ("Committee") consisting of
    members of the Management Review Committee of the Board of Directors.  The
    Committee shall have plenary authority in its discretion, but subject to
    the express provisions of the Plan, to interpret the Plan, to prescribe,
    amend, and rescind rules and regulations relating to it, and to make all
    other determinations deemed necessary or advisable for the administration
    of the Plan.  The determinations of the Committee on the foregoing matters
    shall be conclusive and binding on all interested parties.

3.  ELECTION TO DEFER

    A Director may elect, at any time, to defer payment of all or a specified
    portion of any unearned Fees.  Such election shall be effective on the
    first day of the month following receipt by the Secretary of the Company of
    written notice thereof.

4.  DIRECTORS' ACCOUNTS

    There shall be established for each Director participating in the Plan an
    account on the books of the Company, to be designated as such Director's
    deferred compensation account ("Account").  All amounts deferred pursuant
    to the Plan, together with any further amounts accrued thereon, as
    hereinafter provided, shall be held in a designated fund of the Company and
    shall be credited to the Director's Account.  The Company shall furnish
    quarterly or upon request to each participating Director a statement of
    such Director's Account.

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5.  PAYMENT FROM DIRECTORS' ACCOUNTS

    At the time a Director elects to participate in the Plan, he or she shall
    also make an election, which election shall be irrevocable, except as
    hereinafter provided, as to his or her deferral payment terms.  Payment
    will be made either:

    1)   in a lump sum as of the end of the quarter in which the Director
         terminates his or her relationship with the Company, or

    2)   in annual installments over 10 years beginning in the year following
         the year in which the Director terminates his or her relationship with
         the Company or reaches age 65, whichever comes first.  When a Director
         is to receive the balance of his or her Account in annual
         installments, each such annual installment shall be a fraction of the
         balance in such Account on the date such annual installment is to be
         paid, the numerator of which is one and the denominator of which is
         the total number of installments then remaining to be paid.

    Payment shall be calculated based upon the value as of the end of the
    calendar year and issued during the first quarter of the following year.

6.  PAYMENT IN EVENT OF DEATH OR HARDSHIP

    If a Director should die before the balance in his or her Account shall
    have been paid in full, the balance then remaining shall be paid as soon as
    administratively feasible in a lump sum to such Director's estate or to his
    or her designated beneficiary or beneficiaries.  A Director may designate
    one or more beneficiaries (which may be an entity other than a natural
    person) to receive any payments to be made upon the Director's death.  At
    any time, and from time to time, any such designation may be changed or
    cancelled by the Director without notice to or the consent of any
    beneficiary.  Any such designation, change, or cancellation shall be
    effective upon receipt by the Secretary of the Company of written notice
    thereof. If a Director designates more than one beneficiary, any payments
    to such beneficiaries shall be made in equal shares unless the Director has
    designated otherwise.  If no beneficiary has been named by the Director, or
    if the designated beneficiary or beneficiaries shall have predeceased him
    or her, or shall no longer exist, the balance shall be paid to the
    Director's estate.

    The Committee may, at any time, under rules which it may prescribe, direct
    the Company to pay a lump sum to a Director all or any portion of the
    balance then in the Director's Account, if the Committee finds, in its sole
    discretion, that continued deferral of all or any portion of such balance
    shall result in a financial hardship to such Director or that such Director
    has become disabled.  In the case of a then existing election to defer, the
    Committee's determination to pay all or any portion of such balance shall
    immediately operate as a termination of such election to defer.

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7.  TERMINATION OF ELECTION TO DEFER

    A Director may at any time terminate his or her election to defer payment
    of Fees. Such termination shall become effective on the last day of the
    month in which written notice thereof is received by the Secretary of the
    Company; provided, however, that any balance in the Account of a Director
    prior to the effective date of termination of an election to defer shall
    not be affected thereby and shall be paid only in accordance with Sections
    5 and 6.  A Director who has filed a termination of election to defer or
    whose election to defer has been terminated in accordance with Section 6
    may thereafter again file an election to defer in accordance with Section
    3.

8.  NONASSIGNABILITY

    During a Director's lifetime, the right to the balance in his or her
    Account shall not be transferable or assignable.  Nothing contained in the
    Plan shall create, or be deemed to create, a trust, actual or constructive,
    for the benefit of a Director or his or her beneficiary, or shall give, or
    be deemed to give, to any Director or his or her beneficiary any interest
    in any specific assets of the Company.

9.  AMENDMENT

    The Board of Directors of the Company may, at any time, without the consent
    of the participants, amend, suspend, or terminate the Plan.  Subject to any
    applicable laws and regulations, no amendment, suspension, or termination
    of the Plan shall operate to annul an election already in effect for the
    then current calendar year or for any preceding calendar year.  Fees shall
    continue to be deferred until the end of such current calendar year in
    accordance with a Director's then current election; and the balance in the
    Director's Account shall continue to be payable in accordance with a
    Director's then current election and, until paid, to be measured by a
    factor to be determined from time to time by the Committee.

10. GOVERNING LAW

    The Plan shall be construed and enforced according to the laws of the State
    of Wisconsin, and all the provisions thereof shall be administered
    according to the laws of said State.

11. SEVERABILITY OF PROVISIONS

    If any of the provisions of the Plan or the application thereof to any
    Director shall be held invalid, neither the remainder of the Plan nor its
    application to any other Director shall be affected thereby.

12. EFFECTIVE DATE

    The Plan shall become effective on December 1, 1995.

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