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                                 EXHIBIT 10.4





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                           1995 DIRECTOR STOCK OPTION PLAN
                                          OF
                           UNITED WISCONSIN SERVICES, INC.
                             (AS AMENDED JULY 24, 1998)


1.   PURPOSE OF THE PLAN

     The purpose of the Plan is to attract and retain superior Directors, to
provide a stronger incentive for such Directors to put forth maximum effort for
the continued success and growth of the Company and its affiliates and, in
combination with these goals, to encourage stock ownership in the Company by
Directors.

2.   DEFINITIONS

     Unless the context otherwise requires, the following terms shall have the
meanings set forth below:

     (a)  "Administrator" shall mean the Board of Directors or any executive
officer or officers of the Company designated by the Board of Directors which
may include the Company's Director of Human Resources.

     (b)  "Board of Directors" or "Board" shall mean the entire board of
directors of the Company, consisting of both Employee and non-Employee members.

     (c)  "Cause" shall mean: (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. 

     (d)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (e)  "Company" shall mean United Wisconsin Services, Inc., a Wisconsin
corporation.

     (f)  "Director" shall mean an individual who is a non-Employee member of
the Board of Directors.

     (g)  "Disability" shall mean a physical or mental incapacity which results
in a Director no longer serving as a member of the Board of Directors.

     (h)  "Effective Date" shall mean February 22, 1995, or such other date as
the Board of Directors may establish as the Effective Date.

     (i)  "Employee" shall mean an individual who is a full-time employee of the
Company or a Subsidiary.

     (j)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

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     (k)  "Fair Market Value" for a Share shall mean the Market Price for a
Share on the business day immediately preceding the relevant date.

     (l)  "Market Price" shall mean the closing price for Shares on the relevant
date as reported on the New York Stock Exchange, 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.

     (m)  "Option" shall mean an option which does not comply with the
provisions of Section 422 of the Code and which is granted under the Plan to
purchase Shares.

     (n)  "Option Agreement" shall mean the agreement between the Company and a
Director whereby an Option is granted to a Director.

     (o)  "Participant" shall mean a Director of the Company who has outstanding
an Option granted under the Plan.

     (p)  "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).

     (q)  "Plan" shall mean the 1995 Director Stock Option Plan of the Company.

     (r)  "Retirement" shall mean: (i) a Director's determination after serving
a full three-year term not to stand for reelection to the Board of Directors at
the next annual meeting of the Board, (ii) the inability of the Director to
stand for reelection to the Board due to age guidelines adopted by the Board, or
(iii) a Director's resigning from the Board after reaching seventy (70) years of
age.

     (s)  "Share" shall mean a share of the no par value common stock of the
Company.

     (t)  "Subsidiary" shall mean a subsidiary corporation of the Company as
defined in Section 424(f) of the Code and shall be deemed to include American
Medical Security Group, Inc., or any successor entity thereto, and any
affiliates thereof. 

     (u)  "Triggering Event" 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 (within the meaning of Rule 13d-3
     under the Exchange Act), 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

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          (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) (the "Incumbent Board"), cease for any reason to
     constitute a majority thereof; PROVIDED, HOWEVER, that any person becoming
     a Director after the Effective Date and whose initial assumption of office
     occurs as a result of an actual or threatened election contest which was
     (or, if threatened, would have been) subject to Rule 14a-11 under the
     Exchange Act shall be excluded from being considered a member of the
     Incumbent Board; 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 of 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 "Triggering Event" be deemed to have occurred,
     with respect to a Participant, if the Participant is part of a purchasing
     group which consummates the Triggering Event 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
     an equity participation in the purchasing company or group which is
     otherwise not significant, as determined prior to the Triggering Event by a
     majority of the continuing Directors).

     Following the occurrence of an event which is not a Triggering Event
     whereby there is a successor holding company to the Company, or, if there
     is no such successor, whereby the Company is not the surviving corporation
     in a merger or consolidation, the surviving corporation or successor
     holding company (as the case may be), for purposes of this definition,
     shall thereafter be referred to as the Company.

     Words importing the singular shall include the plural and vice versa and
words importing the masculine shall include the feminine.

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3.   ADMINISTRATION

     The Plan shall be administered by the Administrator.  The terms and
conditions under which Options may be granted are set forth in Paragraph 6.  The
Administrator shall have the authority to interpret the provisions of the Plan,
to establish such rules and procedures as may be necessary or advisable to
administer the Plan and to make all determinations necessary or advisable for
the administration of the Plan; PROVIDED, HOWEVER, that no such interpretation
or determination shall change or affect the eligibility of Directors to receive
Options, the number of Shares covered by or the timing of any Option grant under
the Plan or the terms and conditions thereof.  The interpretation and
construction by the Administrator of any Plan provision or of any Option
Agreement shall be final and binding upon all persons.

4.   SHARES RESERVED UNDER THE PLAN

     The aggregate number of Shares which may be issued or sold under the Plan
and which are subject to outstanding Options at any time shall not exceed
seventy-five thousand (75,000) Shares, which may be treasury Shares or
authorized but unissued Shares, or a combination of the two, subject to
adjustment as provided in Paragraph 10 hereof.  Any Shares subject to an Option
which expires or terminates for any reason (whether by voluntary surrender,
lapse of time or otherwise) and is unexercised as to such Shares may again be
the subject of an Option under the Plan subject to the limits set forth above. 
A Director shall be entitled to the rights and privileges of ownership with
respect to the Shares subject to the Option only after actual purchase and
issuance of such Shares pursuant to exercise of all or part of an Option.

5.   PARTICIPATION

     Only Directors shall be eligible to receive Options under the Plan.

6.   OPTIONS:  TERMS AND CONDITIONS

     (a)  OPTION AGREEMENT.   Each Option granted under the Plan shall be
evidenced by a written Option Agreement which shall specify the number of Shares
that may be acquired through its exercise, and which shall comply with and be
subject to the following terms and conditions:

          (i)  INITIAL OPTION GRANTS.  Upon the Effective Date of the Plan each
     Director shall be granted an Option to purchase five thousand (5,000)
     Shares, subject to adjustment as provided in Paragraph 10 hereof.  The
     effective date of these initial grants shall be the Effective Date of the
     Plan.

          (ii)  GRANTS TO SUBSEQUENT DIRECTORS.  To the extent Shares are
     available for grant under the Plan, each Director who is first elected as a
     Director subsequent to the Effective Date (a "Subsequent Director") shall
     be granted, as of the date on which such Subsequent Director is qualified
     and first begins to serve as a Director, an Option to purchase 5,000
     Shares, subject to adjustment pursuant to Paragraph 10, or to purchase such
     lesser number of Shares as remain available for grant under the Plan.  In
     the event that the

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     number of Shares available for grant under the Plan is insufficient 
     to make all grants hereby specified on the relevant date, then
     all Directors who are entitled to a grant on such date shall share ratably
     in the number of Shares then available for grant under the Plan.  The
     purchase price per Share deliverable upon exercise of such Option shall
     equal the Fair Market Value of a Share on the date the grant of this Option
     is effective.

          If sufficient Shares are not available under the Plan to fulfill the
     grant of Options to any Subsequent Director first elected after the
     Effective Date, and thereafter additional Shares become available, such
     Subsequent Director receiving an Option for fewer than 5,000 Shares shall
     then receive an Option to purchase an amount of Shares, determined by
     dividing the number of Shares available pro-rata among each Subsequent
     Director receiving an Option for fewer than 5,000 Shares, then available
     under the Plan, not to exceed 5,000 Shares, subject to adjustment as to any
     one Subsequent Director.  The date of grant shall be the date such
     additional Shares become available.  The purchase price per Share
     deliverable upon exercise of an Option shall equal the Fair Market Value of
     a Share on the date the Option is granted.

          If a Subsequent Director receives an Option to purchase fewer than
     5,000 Shares, subject to adjustment pursuant to Paragraph 10 hereof, and
     additional Shares subsequently become available under the Plan, an Option
     to purchase such Shares shall first be allocated as of the date of
     availability to any Subsequent Director who has not previously been granted
     an Option.  Such Options shall be granted to purchase a number of Shares no
     greater than the number of Shares covered by Options granted to other
     Subsequent Directors first elected subsequent to the Effective Date, but
     who have received Options to purchase fewer than 5,000 Shares (subject to
     adjustment pursuant to Paragraph 10).  Thereafter, Options for any
     remaining Shares shall be granted pro-rata among all Subsequent Directors
     granted Options to purchase fewer than 5,000 Shares.  No Director first
     elected after the Effective Date shall receive an Option to purchase more
     than 5,000 Shares (subject to adjustment under Paragraph 10).

     (b)  OPTION EXERCISE PRICE.  The per share exercise price of the Shares
purchasable under each Option shall be equal to one hundred percent (100%) of
the Fair Market Value per Share on the date of grant of such Option.  

     (c)  VESTING OF OPTIONS.  An Option for Shares can not be exercised until
it is vested.  Subject to acceleration as provided below, Options shall vest
annually at the rate of thirty-three and one third percent (33-1/3%) of the
aggregate number of Shares granted annually beginning on the first anniversary
of the date of grant and on each subsequent anniversary of the date of grant
thereafter.  If a Director's tenure ends during the applicable three-year
period, however, the Director's rights in the Option shall be as follows:

          (i)  DEATH, DISABILITY.  Upon the death or Disability of a Director,
     each Option of such Director shall become immediately exercisable as to one
     hundred percent (100%) of the Shares covered thereby as of the Director's
     last day of service as a Director with the Company;

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          (ii)  RETIREMENT.  In the event of a Director's Retirement from the
     Board, such Director's Option shall become exercisable as to one hundred
     percent (100%) of the Shares covered thereby as of the earlier of: (i) the
     date of the Company's annual shareholders' meeting at which he or she would
     otherwise, but for said Retirement, be a nominee for election to the Board,
     or (ii) the date on which the Director attains seventy (70) years of age;

          (iii)  TRIGGERING EVENT.  Upon the occurrence of a Triggering Event,
     each Option outstanding under the Plan shall become immediately exercisable
     as to one hundred percent (100%) of the Shares covered thereby; or

          (iv)  ANY OTHER REASON.  If a Director's tenure ends for any reason
     other than death, Disability, Retirement or as the result of a Triggering
     Event, the unvested portion of such Director's Option shall lapse
     immediately.

Once any portion of an Option becomes exercisable, it shall remain exercisable
for the shortest period of (1) twelve years from the date of grant; or (2) two
(2) years following the date on which the Director ceases to serve in such
capacity for any reason other than removal for Cause.  If a Director is removed
for Cause, all outstanding Options held by the Participant shall immediately be
forfeited to the Company and no additional exercise period shall be allowed,
regardless of the vested status of the Options.

     (d)  PAYMENT OF EXERCISE PRICE.  The purchase or exercise price shall be
payable in whole or in part in cash or Shares; and such price shall be paid in
full at the time that an Option is exercised.  If a Director elects to pay all
or a part of the purchase or exercise price in Shares, such Director shall make
such payment by delivering to the Company a number of Shares already owned by
the Director equal in value to the purchase or exercise price.  All Shares so
delivered shall be valued at their Market Price on the business day immediately
preceding the day on which such Shares are delivered.

7.   TRANSFERABILITY

     An Option granted to a Director under this Plan shall not be transferable
or subject to execution, attachment or similar process, and during the lifetime
of the Director shall be exercisable only by the Director.  A Director shall
have the right to transfer the Option upon such Director's death, either by the
terms of such Director's will or under the laws of descent and distribution, and
all such distributees shall be subject to all terms and conditions of this Plan
to the same extent as would the Director, except as otherwise expressly provided
herein.  

       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 a 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

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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.

8.   EXERCISE

     An Option shall be exercisable by a Director's giving written notice of
exercise to the Secretary of the Company specifying the number of Shares to be
purchased and such other documentation as the Administrator shall reasonably
require accompanied by payment in full of the required exercise price.  The
Company shall have the right to delay the issue or delivery of any Shares under
the Plan until: (a) the completion of such registration or qualification of such
Shares under any federal or state law, ruling or regulation as the Company shall
determine to be necessary or advisable, and (b) receipt from the Director of
such documents and information as the Company may deem necessary or appropriate
in connection with such registration or qualification.  In no event may any
Option become exercisable prior to six (6) months following the date of its
grant.

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

9.   SECURITIES LAWS

     Each Option Agreement shall contain such representations, warranties and
other terms and conditions as shall be necessary in the opinion of counsel to
the Company to comply with all applicable federal and state securities laws. 
The Plan is intended to comply with Rule 16b-3 promulgated under the Exchange
Act.  Any provision of the Plan or of any Option Agreement inconsistent with the
terms of such Rule shall be inoperative and shall not affect the validity of the
Plan, such Option Agreement or any provision thereof.

10.  ADJUSTMENT PROVISIONS

     In the event of any stock dividend, split-up, recapitalization, merger,
consolidation, combination or exchange of shares, or the like, as a result of
which shares of any class shall be issued in respect of the outstanding Shares,
or the Shares shall be changed into the same or a different number of the same
or another class of stock, or into securities of another person, cash or other
property (not including a regular cash dividend), the total number of Shares
authorized to be offered in accordance with Paragraph 4, the number of Shares
subject to each outstanding Option, the exercise price applicable to each such
Option, and/or the consideration to be received upon exercise of each such
Option shall be appropriately adjusted.

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11.  TAXES

     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 required by law to be withheld with respect to
any taxable event arising or as a result of this Plan, and the Company may defer
making delivery of Shares obtained pursuant to the exercise of an Option until
arrangements satisfactory to it have been made with respect to any such
withholding obligations.  If a withholding obligation should arise, a Director
exercising an Option may, at his or her election, provided applicable laws and
regulations are complied with, satisfy his or her obligation for payment of
withholding taxes either by having the Company retain a number of Shares having
an aggregate Market Price on the date the Shares are withheld equal to the
amount of the withholding tax or by delivering to the Company Shares already
owned by the Director having an aggregate Market Price on the business day
immediately preceding the day on which such Shares are delivered equal to the
amount of the withholding tax.  In addition, the Director's tax obligation may
be satisfied through a cashless exercise, if the Administrator so allows.

12.  EFFECTIVE DATE OF THE PLAN

     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 22, 1995, or such later date as the Board may determine, and shall
remain in effect as provided herein.  Options 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 Options shall
become null and void.

13.  TERMINATION AND AMENDMENT

     With the approval of the Board of Directors, the Administrator may
terminate the Plan or make such modifications or amendments thereof as it shall
deem advisable, including, but not limited to, such modifications or amendments
as it shall deem advisable in order to conform to any law or regulation
applicable thereto; PROVIDED, HOWEVER, that the Administrator may not amend the
Plan more frequently than once every six months (except as to comport with
changes in the Code or the Employee Retirement Income Security Act of 1974, as
amended) and may not, unless otherwise permitted under federal law, without
further approval of the holders of a majority of the Shares voted at any meeting
of shareholders at which a quorum is present and voting, adopt any amendment to
the Plan for which shareholder approval is required under tax, securities or any
other applicable law, including, but not limited to, any amendment to the Plan
which would cause the Plan to no longer comply with Rule 16b-3 of the Exchange
Act or any successor rule or other regulatory requirements.  Subject to the
right of the Administrator to terminate the Plan at any time, the Plan shall
remain in effect until all Shares subject to it shall have been purchased or
acquired according to the Plan's provisions.  However, in no event may an Option
award be granted under the Plan on or after February 22, 2005.  No termination,
modification or amendment of the Plan may, without the consent of a Director,
adversely affect the rights of such Director under an outstanding Option then
held by the Director.

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14.  TENURE

     The grant of an Option pursuant to the Plan is no guarantee that a Director
will be renominated, reelected or reappointed as a Director, and nothing in the
Plan shall be construed as conferring upon a Director the right to continue to
be associated with the Company as a Director or otherwise.

15.  SUCCESSORS

     All obligations of the Company under the Plan, with respect to Option
grants 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.

16.  APPLICABLE LAW

     The Plan will be administered in accordance with the laws of the State of
Wisconsin.

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