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                                                                   EXHIBIT 10.2


                     UWSI/BCBSUW Union Employees 401(k) Plan

               (As Amended and Restated Effective January 1, 1997)








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                     UWSI/BCBSUW Union Employees 401(k) Plan

                                TABLE OF CONTENTS

SECTION 1 - INTRODUCTION. . . . . . . . . . . . . . . . . . . . . .   1
1.1   IDENTITY OF THE PLAN; EFFECTIVE DATE. . . . . . . . . . . . .   1
1.2   ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . .   1
1.3   PURPOSE OF THE PLAN . . . . . . . . . . . . . . . . . . . . .   1
1.4   QUALIFIED PLAN INTENDED . . . . . . . . . . . . . . . . . . .   1

SECTION 2 - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . .   2
2.1   ACCOUNT: ACCOUNTS . . . . . . . . . . . . . . . . . . . . . .   2
2.2   ADMINISTRATIVE COMMITTEE: COMMITTEE . . . . . . . . . . . . .   2
2.3   ADMINISTRATIVE DELEGATE . . . . . . . . . . . . . . . . . . .   2
2.4   ANNUAL ADDITION . . . . . . . . . . . . . . . . . . . . . . .   2
2.5   AUTHORIZED LEAVE OF ABSENCE . . . . . . . . . . . . . . . . .   3
2.6   BENEFICIARY . . . . . . . . . . . . . . . . . . . . . . . . .   3
2.7   BREAK IN SERVICE: ONE YEAR BREAK IN SERVICE . . . . . . . . .   3
2.8   CODE OR INTERNAL REVENUE CODE . . . . . . . . . . . . . . . .   3
2.9   COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
2.10  COMPENSATION. . . . . . . . . . . . . . . . . . . . . . . . .   4
2.12  COMPENSATION REDUCTION AGREEMENT. . . . . . . . . . . . . . .   4
2.13  COMPENSATION REDUCTION CONTRIBUTIONS. . . . . . . . . . . . .   4
2.14  DEFERRED RETIREMENT DATE. . . . . . . . . . . . . . . . . . .   5
2.15  EFFECTIVE DATE. . . . . . . . . . . . . . . . . . . . . . . .   5
2.16  EMPLOYEE. . . . . . . . . . . . . . . . . . . . . . . . . . .   5
2.17  EMPLOYEE CONTRIBUTION ACCOUNT . . . . . . . . . . . . . . . .   5
2.18  EMPLOYER  . . . . . . . . . . . . . . . . . . . . . . . . . .   5
2.19  EMPLOYER MATCHING CONTRIBUTION ACCOUNT. . . . . . . . . . . .   6
2.20  EMPLOYER MATCHING CONTRIBUTIONS . . . . . . . . . . . . . . .   6
2.21  EMPLOYMENT COMMENCEMENT DATE. . . . . . . . . . . . . . . . .   6
2.22  ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
2.23  FORFEITURE; FORFEITURE ACCOUNT. . . . . . . . . . . . . . . .   7
2.24  HIGHLY COMPENSATED EMPLOYEE . . . . . . . . . . . . . . . . .   7
2.25  HOUR OF SERVICE . . . . . . . . . . . . . . . . . . . . . . .   7
2.26  INVESTMENT ADVISER. . . . . . . . . . . . . . . . . . . . . .   8
2.27  LIMITATION YEAR . . . . . . . . . . . . . . . . . . . . . . .   8
2.28  NON-HIGHLY COMPENSATED EMPLOYEE . . . . . . . . . . . . . . .   8
2.29  NORMAL RETIREMENT AGE . . . . . . . . . . . . . . . . . . . .   9
2.30  NORMAL RETIREMENT DATE. . . . . . . . . . . . . . . . . . . .   9
2.31  PARTICIPANT . . . . . . . . . . . . . . . . . . . . . . . . .   9
2.32  PERMANENT DISABILITY OR PERMANENTLY DISABLED. . . . . . . . .   9
2.33  PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
2.34  PLAN ADMINISTRATOR. . . . . . . . . . . . . . . . . . . . . .   9
2.35  PLAN YEAR . . . . . . . . . . . . . . . . . . . . . . . . . .   9


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2.36  RE-EMPLOYMENT COMMENCEMENT DATE . . . . . . . . . . . . . . .  10
2.37  RETIREMENT: RETIRED . . . . . . . . . . . . . . . . . . . . .  10
2.38  SERVICE: YEAR OF SERVICE. . . . . . . . . . . . . . . . . . .  10
2.39  SEVERANCE FROM SERVICE DATE . . . . . . . . . . . . . . . . .  11
2.40  TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
2.41  TRUST AGREEMENT . . . . . . . . . . . . . . . . . . . . . . .  11
2.42  TRUST FUND. . . . . . . . . . . . . . . . . . . . . . . . . .  11
2.43  TRUSTEES. . . . . . . . . . . . . . . . . . . . . . . . . . .  12
2.44  VALUATION DATE. . . . . . . . . . . . . . . . . . . . . . . .  12
2.45  CONSTRUCTION. . . . . . . . . . . . . . . . . . . . . . . . .  12

SECTION 3 - ELIGIBILITY AND PARTICIPATION . . . . . . . . . . . . .  13
3.1   ELIGIBLE EMPLOYEES. . . . . . . . . . . . . . . . . . . . . .  13
3.2   PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . .  13
3.3   PARTICIPATION FOLLOWING A BREAK IN SERVICE. . . . . . . . . .  13
3.4   EVIDENCE OF PARTICIPATION . . . . . . . . . . . . . . . . . .  14
3.5   DURATION OF PARTICIPATION . . . . . . . . . . . . . . . . . .  14
3.6   RIGHTS UPON TRANSFER. . . . . . . . . . . . . . . . . . . . .  14

SECTION 4 - CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . .  15
4.1   NO CONTRIBUTIONS BY PARTICIPANTS. . . . . . . . . . . . . . .  15
4.2   COMPENSATION REDUCTION CONTRIBUTIONS. . . . . . . . . . . . .  15
4.3   PERMITTED RANGE OF COMPENSATION REDUCTION
      CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . .  16
4.4   EMPLOYER MATCHING CONTRIBUTIONS . . . . . . . . . . . . . . .  18
4.5   ORDER OF APPLICATION OF LIMITATIONS OF SECTIONS 4.3 &
      4.4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
4.6   RIGHT TO CHANGE, DISCONTINUE OR SUSPEND COMPENSATION
      REDUCTION CONTRIBUTIONS . . . . . . . . . . . . . . . . . . .  20
4.7   ROLLOVER CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . .  20
4.8   GENERAL LIMITATION ON ANNUAL ADDITIONS. . . . . . . . . . . .  20
4.9   SPECIAL LIMITATION ON ANNUAL ADDITIONS. . . . . . . . . . . .  20
4.10  DISPOSITION OF EXCESS ANNUAL ADDITIONS. . . . . . . . . . . .  21

SECTION 5 - ACCOUNTING. . . . . . . . . . . . . . . . . . . . . . .  22
5.1   INDIVIDUAL ACCOUNTS OF PARTICIPANTS . . . . . . . . . . . . .  22
5.2   CREDITING OF EMPLOYER CONTRIBUTIONS AND FORFEITURES . . . . .  22
5.3   DEBITING OF DISTRIBUTIONS . . . . . . . . . . . . . . . . . .  22
5.4   SEPARATE INVESTMENT FUNDS . . . . . . . . . . . . . . . . . .  22
5.5   VALUATION OF ACCOUNTS . . . . . . . . . . . . . . . . . . . .  23
5.6   RETURN OF EMPLOYER CONTRIBUTIONS. . . . . . . . . . . . . . .  24

SECTION 6 - DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . .  25
6.1   DISTRIBUTIONS UPON RETIREMENT, DEATH OR DISABILITY. . . . . .  25
6.2   DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT. . . . . . . . .  25
6.3   FORFEITURES . . . . . . . . . . . . . . . . . . . . . . . . .  26


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6.4   METHOD OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . .  26
6.5   RESPONSIBILITIES AND DUTIES RELATIVE TO CURRENT
      RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
6.6   MANNER OF DISPOSING UNCLAIMED DISTRIBUTABLE INTEREST. . . . .  27
6.7   TIME OF DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . .  27
6.8   WITHDRAWALS FROM INDIVIDUAL ACCOUNTS. . . . . . . . . . . . .  30
6.9   DISTRIBUTIONS TO ALTERNATE PAYEES . . . . . . . . . . . . . .  31
6.10  ELIGIBLE ROLLOVER DISTRIBUTIONS . . . . . . . . . . . . . . .  31

SECTION 7 - BENEFICIARIES . . . . . . . . . . . . . . . . . . . . .  33
7.1   DESIGNATION OF BENEFICIARY OR BENEFICIARIES . . . . . . . . .  33
7.2   MISSING BENEFICIARY(IES); RIGHT OF EMPLOYER TO MAKE 
      PRESUMPTION OF DEATH. . . . . . . . . . . . . . . . . . . . .  34

SECTION 8 - PARTICIPANT LOANS . . . . . . . . . . . . . . . . . . .  35
8.1   PARTICIPANT LOANS . . . . . . . . . . . . . . . . . . . . . .  35

SECTION 9 - ADMINISTRATION. . . . . . . . . . . . . . . . . . . . .  37
9.1   PLAN ADMINISTRATOR. . . . . . . . . . . . . . . . . . . . . .  37
9.2   THE ADMINISTRATIVE COMMITTEE. . . . . . . . . . . . . . . . .  37
9.3   EMPLOYMENT OF SERVICES BY THE COMMITTEE . . . . . . . . . . .  37
9.4   EXPENSES OF ADMINISTRATION. . . . . . . . . . . . . . . . . .  38
9.5   ACTS OF THE COMMITTEE . . . . . . . . . . . . . . . . . . . .  38
9.6   INTERPRETATIONS . . . . . . . . . . . . . . . . . . . . . . .  38
9.7   LIABILITY OF THE COMMITTEE. . . . . . . . . . . . . . . . . .  39
9.8   APPLICABLE LAW. . . . . . . . . . . . . . . . . . . . . . . .  39
9.9   PLAN FIDUCIARIES; ALLOCATION OF RESPONSIBILITIES AMONG
      THEM. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
9.10  RELIANCE ON CO-FIDUCIARIES. . . . . . . . . . . . . . . . . .  40
9.11  FIDUCIARY DUTIES. . . . . . . . . . . . . . . . . . . . . . .  40
9.12  PROHIBITED TRANSACTIONS TO BE AVOIDED . . . . . . . . . . . .  40
9.13  RECORDS AND REPORTS OF THE PLAN ADMINISTRATOR . . . . . . . .  40
9.14  DATA SUPPLIED BY EMPLOYER . . . . . . . . . . . . . . . . . .  41
9.15  PARTIAL EXCULPATION . . . . . . . . . . . . . . . . . . . . .  41

SECTION 10 - PROVISIONS RELATING TO PARTICIPANTS. . . . . . . . . .  42
10.1  INFORMATION REQUIRED OF PARTICIPANTS. . . . . . . . . . . . .  42
10.2  CLAIMS PROCEDURE. . . . . . . . . . . . . . . . . . . . . . .  42
10.3  RIGHTS IN TRUST FUND. . . . . . . . . . . . . . . . . . . . .  43
10.4  BENEFITS NOT ASSIGNABLE . . . . . . . . . . . . . . . . . . .  43
10.5  CONDITIONS OF EMPLOYMENT NOT AFFECTED BY PLAN . . . . . . . .  44
10.6  PAYMENTS PURSUANT TO A QUALIFIED DOMESTIC RELATIONS
      ORDER . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44

SECTION 11 - MERGER OR CONSOLIDATION OF PLAN; TERMINATION;
             AMENDMENT. . . . . . . . . . . . . . . . . . . . . . .  45


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11.1  MERGER, TRANSFER OR CONSOLIDATION OF PLAN WITH OTHER
      PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
11.2  FUTURE OF THE PLAN: AMENDMENT . . . . . . . . . . . . . . . .  45
11.3  TERMINATION OF THE PLAN . . . . . . . . . . . . . . . . . . .  46

SECTION 12 - TOP HEAVY PLAN PROVISIONS. . . . . . . . . . . . . . .  47
12.1  TOP HEAVY PLAN DEFINITIONS. . . . . . . . . . . . . . . . . .  47
12.2  MINIMUM CONTRIBUTION REQUIREMENT. . . . . . . . . . . . . . .  49
12.3  ADJUSTMENT TO OVERALL IRC SECTION 415 LIMITATIONS . . . . . .  49



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                            SECTION 1 - INTRODUCTION

1.1       IDENTITY OF THE PLAN; EFFECTIVE DATE

          The UWSI/BCBSUW Union Employees 401(k) Plan is hereby amended and
restated.  The Plan and Trust are intended to meet the requirements of Section
401(a) and 501(a) of the Internal Revenue Code of 1986. The amended provisions
of this Plan shall apply only to an Employee who terminates employment on or
after the effective date of the amended provisions.  Unless otherwise stated,
the amended provisions of this Plan are effective January 1, 1997 except that
the amendments relating to daily recordkeeping, including but not limited to
Sections 2.44, 4.2, 4.6, and Section 5 shall be effective July 1, 1996. 

1.2       ADMINISTRATION

          The "Plan Administrator," within the meaning of ERISA, is the Company.
The Plan Administrator shall have duties and responsibilities under the Plan as
described in Section 9.

          All books and records of the Plan are maintained on a Plan Year basis.

1.3       PURPOSE OF THE PLAN

          The Plan, as herein amended and restated, is established and
maintained for the purpose of enabling Employees of the Employer to have a
portion of their compensation contributed on a tax-deferred basis to the Plan.

1.4       QUALIFIED PLAN INTENDED

          The Employer intends that the Plan, as amended and restated effective
January 1, 1997, (unless otherwise stated) and as the same may from time to time
be amended, shall constitute a qualified plan under the provisions of the
Internal Revenue Code of 1986, and shall be maintained in full compliance with
the provisions of the Employee Retirement Income Security Act of 1974, as
amended. The Employer intends to continue the Plan in effect indefinitely,
subject always, however, to the rights reserved by the Employer to amend and
terminate the Plan as herein set forth.  Notwithstanding any provision in this
Plan to the contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Section 414(u)(4)
of the Code.

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                             SECTION 2 - DEFINITIONS

The following terms, when used herein and initially capitalized, shall have the
following meanings for all purposes of the Plan.

2.1       ACCOUNT: ACCOUNTS

          "Account" (or Accounts) means the individual Account(s) maintained for
a Participant (as described in Section 5) to record his share of the
contributions made by the Employer and adjustments relating thereto, whether it
be the Participant's Compensation Reduction Account or Employer Matching
Contribution Account, Rollover Account, Transfer Account or his Employee
Contribution Account containing voluntary contributions made by Participants to
the Plan prior to January 1, 1988.

2.2       ADMINISTRATIVE COMMITTEE: COMMITTEE

          "Administrative Committee" and "Committee" means the Committee as
described in Section 9.

2.3       ADMINISTRATIVE DELEGATE       

          "Administrative Delegate" means one or more persons or institutions to
whom the Administrative Committee has delegated certain administrative functions
pursuant to a written agreement.

2.4       ANNUAL ADDITION

          "Annual Addition," when used with reference to a Participant for any
Plan Year, means, for this Plan and any other profit-sharing or defined
contribution plan maintained by the Employer and qualified under Section 401(a)
of the Internal Revenue Code, the sum of:

          (A)  Employer contributions, including any contributions to the
Participant's Compensation Reduction Account,

          (B)  Forfeitures, if any, and

          (C)  Voluntary non-deductible Employee contributions, if any.

          For Plan Years beginning prior to January 1, 1987, voluntary non-
deductible contributions were considered Annual Additions to the extent they
exceeded the lesser of 6% of the Participant's Compensation or one-half of the
Participant's voluntary non-deductible contributions.

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2.5       AUTHORIZED LEAVE OF ABSENCE

          Authorized Leave of Absence" means any absence authorized by the
Employer for temporary disability or for other good cause provided that all
persons under similar circumstances must be treated alike in the granting of
such Authorized Leave of Absence and provided further that the Participant
returns within the period of authorized absence.

          An absence due to service in the Armed Forces of the United States
shall be considered an Authorized Leave of Absence provided that the absence is
caused by war or other emergency, or provided that the Employee is required to
serve under the laws of conscription in time of peace, and further provided that
the Employee returns to employment with the Employer within the period provided
by law.

2.6       BENEFICIARY

          "Beneficiary" means the person or persons entitled to receive benefits
under this Plan by reason of death of a Participant, as more definitively
described in Section 7.

2.7       BREAK IN SERVICE: ONE YEAR BREAK IN SERVICE

          "Break in Service", or a "One Year Break in Service", with respect to
an Employee means a period of one or more Plan Years during which a Participant
renders 500 or less Hours of Service during each such Plan Year.

          In order to prevent a One Year Break in Service from occurring for
participation and vesting purposes, an Employee or Participant who is absent
from work due to a maternity/paternity leave of absence will be treated as
having completed the number of hours that normally would have been credited but
for the absence.  Such Employee or Participant will be credited with no more
than 501 Hours of Service in either the Plan Year in which the maternity/
paternity leave begins (if the crediting is necessary to prevent a Break in
Service in that Plan Year), or in the following year.  For purposes of this
paragraph, an Employee or Participant will be deemed to be on a maternity/
paternity leave of absence if such person is absent from work due to: (a) the
pregnancy of the Employee or the Participant, (b) the birth of a child of the
Employee or the Participant, (c) the placement of a child with the Employee or
the Participant in connection with the adoption of a child, or (d) the
Employee's or the Participant's caring for such child for a period beginning
immediately following such birth or placement.

2.8       CODE OR INTERNAL REVENUE CODE

          "Code" or "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended.

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2.9       COMPANY

          "Company" means United Wisconsin Services, Inc., and Blue Cross & Blue
Shield United of Wisconsin.

2.10      COMPENSATION

          "Compensation" means with reference to a Participant for any Plan
Year, a Participant's base pay from an Employer, and any amount (i) deferred to
this Plan or any other 401(k) Plan pursuant to a salary reduction agreement or
(ii) contributed to a cafeteria plan qualified under Section 125 of the Code;
provided, however, that for Plan Years beginning on or after January 1, 1994,
Compensation shall not exceed $150,000 (or such other amount as may be
determined by the Secretary of Treasury in accordance with Section 401(a)(17) of
the Internal Revenue Service to reflect increases in the cost-of-living);
provided, further, that for Plan Years beginning on and after January 1, 1997,
the rules of Code Section 414(q)(6) (relating to aggregation of family members)
shall not apply with respect to the foregoing limitation. Compensation does not
include overtime pay, profit sharing and other bonuses earned by the
Participant, nor does it include any amount received by the Participant as
severance pay.

2.11      COMPENSATION REDUCTION ACCOUNT

          "Compensation Reduction Account" means the separate Account of a
Participant consisting of the value attributable to contributions, if any, made
under the Plan by the Employer at any time pursuant to a Compensation Reduction
Agreement signed by the Participant, increased by net gains and decreased by net
losses and distributions therefrom, all in accordance with the provisions of the
Plan.

2.12      COMPENSATION REDUCTION AGREEMENT

          "Compensation Reduction Agreement" means the agreement between a
Participant and the Employer whereby the Participant elects to defer a portion
of his Compensation and the Employer agrees to contribute such amount to such
Participant's Compensation Reduction Account on behalf of the Participant in a
manner intended to satisfy the requirements of Section 401(k) of the Code.

2.13      COMPENSATION REDUCTION CONTRIBUTIONS

          "Compensation Reduction Contributions" means the pre-tax contributions
made at the Participant's election pursuant to Section 4.2

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2.14      DEFERRED RETIREMENT DATE

          "Deferred Retirement Date" means the date on which a Participant
actually retires subsequent to the attainment of his Normal Retirement Date.

2.15      EFFECTIVE DATE

          "Effective Date" means January 1, 1997.

2.16      EMPLOYEE

          "Employee" shall mean a person who is actively employed by the
Employer  as an hourly employee who is included in a unit of employees covered
by a collective bargaining agreement under which retirement benefits are the
subject of good faith bargaining and who is receiving remuneration for personal
services rendered to the Employer (or would be receiving such remuneration
except for an Authorized Leave of Absence).  The term "Employee" shall not
include a "Leased Employee" as defined in Section 414(n) of the Code, except to
the extent required by law.  Notwithstanding anything in this Plan to the
contrary, persons who are classified by an Employer as independent contractors
shall not be considered Employees eligible to participate in the Plan.

2.17      EMPLOYEE CONTRIBUTION ACCOUNT

          "Employee Contribution Account" means the separate Account maintained
to hold voluntary contributions made by a Participant to the Plan prior to
January 1, 1988, increased by net gains and decreased by net losses and
distributions therefrom, all in accordance with the provisions of the Plan.

2.18      EMPLOYER 

          "Employer" means Blue Cross & Blue Shield United of Wisconsin, United
Wisconsin Services, Inc., and any other entity to which participation in the
Plan has been extended.

          For purposes of calculating the maximum benefit payable under Sections
4.8, 4.9, and 4.10, determining when a Break in Service or a One-Year Break in
Service has occurred under Section 2.7, determining Years of Service under
Section 2.38, determining a Participant's rights upon an employment transfer
under Section 3.6, and determining whether an Employee has completed the
eligibility service requirement under Section 3.2, the term "Employer" shall, to
the extent required by applicable law, include:

          (1) any corporation other than the Company or an Employer, (i.e.,
either a subsidiary corporation of an affiliated or associated corporation of
the Company or an Employer),

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which together with the Company or an Employer is a member of a "controlled 
group" of corporations (as defined in Code Section 414(b));

          (2) any organization which together with the Company or an Employer is
under "common control" (as defined in Code Section 414(c));

          (3) any organization which together with the Company or an Employer is
an "affiliated service group" (as defined in Code Section 414(m)); or

          (4) any other entity required to be aggregated with the Company or an
Employer pursuant to regulations under Code Section 414(o).

          Notwithstanding the foregoing, the term Employer may, in the
discretion of the Committee, be defined to include an entity described in
paragraphs (1) through (4) above for any purpose under the Plan.

2.19      EMPLOYER MATCHING CONTRIBUTION ACCOUNT

          "Employer Matching Contribution Account" means the separate Account of
a Participant consisting of Employer Matching Contributions allocated thereto,
increased by net gains and decreased by net losses and distributions therefrom,
all in accordance with the provisions of the Plan.

2.20      EMPLOYER MATCHING CONTRIBUTIONS

          "Employer Matching Contributions" means the Employer Contributions
made pursuant to Section 4.4 based on the Compensation Reduction Contributions
made by a Participant.


2.21      EMPLOYMENT COMMENCEMENT DATE

          "Employment Commencement Date" means the date on which an Employee
first performs an Hour of Service for the Employer.

2.22      ERISA

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
from time to time amended.

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2.23      FORFEITURE; FORFEITURE ACCOUNT

          "Forfeiture" or "Forfeiture Account" means that portion of a
Participant's Employer Matching Contribution Account to which he is not entitled
upon a distribution under the Plan, as more fully described in Section 6.3.

2.24      HIGHLY COMPENSATED EMPLOYEE

          A "Highly Compensated Employee" is, effective for Plan Years beginning
on or after January 1, 1997, any Employee who, during the current year or the
preceding year

          (i)  was a 5% owner (as defined in Code Section 416(i)); or

          (ii)  received Compensation from the Employer in excess of $80,000 (as
adjusted for cost-of-living by the Secretary of Treasury).  Family members
(i.e., Employee's spouse, lineal ascendants or descendants, and the spouse of
such lineal ascendants or descendants) of a Highly Compensated Employee shall be
treated as separate Employees.

2.25      HOUR OF SERVICE

          "Hour of Service" shall mean:

          (A)  Each hour for which an Employee is paid, or entitled to payment,
for the performance of duties for the Employer.  These hours shall be credited
to the Employee for the computation period in which the duties are performed;
and

          (B)  Each hour for which an Employee is paid, or entitled to payment
by the Employer on account of a period of time during which no duties are
performed (irrespective of whether the employment relationship has terminated)
due to vacation, personal day, holiday, illness, incapacity (including
disability), lay-off, jury duty, military duty or leave of absence.  Hours under
this paragraph shall be calculated and credited pursuant to Section 2530.200b-2
of the Department of Labor Regulations which are incorporated herein by this
reference; and

          (C)  Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Employer. The same Hours of
Service shall not be credited both under paragraphs (A) or (B), as the case may
be, and under this paragraph (C). These hours shall be credited to the Employee
for the computation period or periods to which the award or agreement pertains
rather than the computation period in which the award, agreement or payment is
made.

          (D)  Each hour for which the Employee is unpaid on account of a period
of time during which no duties are performed due to illness, incapacity
(including disability), layoff,

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military duty or leave of absence. Hours under this paragraph shall be 
calculated and credited pursuant to Section 2530.200b-2 of the Department of 
Labor Regulations which are incorporated herein by this reference.

          (E)  Notwithstanding the above, an Hour of Service shall not include
an Hour of Service on account of a period in which the Employee does not perform
any duties, if payment by the Employer on behalf of the Employee is pursuant to
a plan or program maintained solely for the purpose of complying with applicable
workers' compensation, unemployment compensation or disability insurance laws,
or for any payment which is made pursuant to a long-term disability program.

          (F)  For Hours of Service credited under either paragraphs (B) or (D),
no more than 501 Hours of Service shall be so credited to an Employee on account
of any single continuous period during which the Employee performs no duties
(whether or not such period occurs in a single computation period). In addition,
the same Hours of Service shall not be credited under both paragraphs (B) and
(D).

          (G)  Hours of Service for Employees under paragraphs (A), (B) and (C)
shall be determined by crediting each Employee with 45 Hours of Service for each
week in which the Employee would have been credited with at least one (1) Hour
of Service under paragraphs (A), (B) and (C). However, for classes of Employees
paid on an hourly basis and for Employees for whom records of hours are
maintained, Hours of Service under paragraphs (A), (B) and (C) shall be
determined on the basis of hours for which Compensation is paid or due.

2.26      INVESTMENT ADVISER

          "Investment Adviser" means a person or organization who is acting as
such with respect to the Trust Fund, in accordance with the terms of the Trust
Agreement. An Investment Adviser (other than a bank or insurance company) must
be registered as an Investment Adviser under the Investment Advisers Act of 1940
and must have acknowledged in writing that he is a fiduciary with respect to the
Plan and the Trust.

2.27      LIMITATION YEAR

          "Limitation Year" (as defined in Section 2.01 of Revenue Ruling 75-48)
means for purposes of the limitations on contributions as imposed by Section 415
of the Code, the Plan Year.

2.28      NON-HIGHLY COMPENSATED EMPLOYEE

          A "Non-Highly Compensated Employees" shall mean any Employee who is
not a Highly Compensated Employee as defined in Section 2.24.

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2.29      NORMAL RETIREMENT AGE

          "Normal Retirement Age" means the date on which a Participant attains
age sixty-five (65). 

2.30      NORMAL RETIREMENT DATE

          "Normal Retirement Date" means the first day of the month coincident
with or next following the date as of which a Participant shall have attained
his Normal Retirement Age.

2.31      PARTICIPANT

          "Participant" means an Employee of the Employer who meets the
requirements of Section 3 for eligibility and participation in the Plan,
including a former active Participant who is entitled to benefits hereunder.

2.32      PERMANENT DISABILITY OR PERMANENTLY DISABLED

          "Permanent Disability" or "Permanently Disabled", when used with
reference to a Participant, means his physical or mental condition which
persists for at least six continuous months and is such that, in the opinion of
the Employer, he is no longer capable of discharging the responsibilities of his
job assignment with the Employer or the duties of such other position or job
which it makes available to him and for which such Employee is qualified by
reason of his training, education or experience.

2.33      PLAN

          "Plan" means the UWSI/BCBSUW Union Employees 401(k) Plan, as amended
from time to time.

2.34      PLAN ADMINISTRATOR

          The "Plan Administrator" is the Company. With respect to the Plan, the
Plan Administrator shall have the duties and responsibilities described in
Section 9 hereof.

2.35      PLAN YEAR

          "Plan Year" means the annual accounting period designated as such for
purposes of the Plan by the Plan Administrator. The Plan Year commences on
January 1 and terminates on the next following December 31.

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2.36      RE-EMPLOYMENT COMMENCEMENT DATE

          "Re-employment Commencement Date" means the date on which an Employee
or a Participant first performs an Hour of Service for the Employer, following
his Severance from Service Date.

2.37      RETIREMENT: RETIRED

          "Retirement" or "Retired" means the termination of a Participant's
employment with the Employer, for any reason other than death, on account of his
Permanent Disability or on or after his Normal Retirement Date.

2.38      SERVICE: YEAR OF SERVICE

          "Service" and "Year of Service", for purposes of determining vesting
credit, means:

          (A) an Employee shall receive credit for one (1) Year of Service for
each full Plan Year of employment,

          (B) for the Plan Year in which the Employee is initially employed or
for the Plan Year in which the Employee terminates employment, an Employee shall
receive credit for one (1) Year of Service for the partial Plan Year of
employment if the Employee completes 1,000 or more Hours of Service.  

          As of each June 30, all employees hired prior to the preceding January
1 shall be credited with 1,000 Hours of Service for vesting purposes.  Employees
who terminate prior to June 30 and who actually work 1,000 Hours of Service will
receive credit for a full year of vesting service.  

          "Service" and "Year of Service", for purposes of determining the
amount of salary reduction contributions that an eligible Participant can make
under Section 4.2 of the Plan, means that an Employee shall receive credit for
one (1) Year of Service for each one-year period beginning on the Employee's
Employment Commencement Date and anniversaries thereof until the Employee's
Severance from Service.

          Periods of temporary illness, temporary layoff and Authorized Leaves
of Absences shall not be deemed as breaking employment and shall be counted as
Years of Service.

          Notwithstanding the foregoing, if a Participant who is vested in a
portion or all of his Employer Matching Contribution Account incurs a Break in
Service (and subsequently is rehired), any Years of Service attributable to his
prior period of employment shall be reinstated as of his Re-employment
Commencement Date, provided he completes a Year of Service following his Re-
employment Commencement Date.

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<PAGE>

          A Participant shall not receive more than one (1) Year of Service
credit for any Plan Year irrespective of the number of Employers a Participant
is employed by during such Plan Year.

          If a Participant who is not vested in his Employer Matching
Contribution Account incurs a Break in Service (and subsequently is rehired),
any Years of Service attributable to his prior period of employment shall be
restored as of his Re-employment Commencement Date only if the number of
consecutive one (1) Year Breaks in Service is less than five (5) and the
Participant completes a Year of Service following his Re-employment Commencement
Date.

2.39      SEVERANCE FROM SERVICE DATE

          "Severance from Service Date" means the date on which a Participant
resigns, retires, is discharged or dies. The Severance from Service Date is
significant in determining continuity of employment in the determination of a
Break in Service and in the determination of a Participant's vested interest in
his Employer Matching Contribution Account.

2.40      TRUST

          "Trust" means effective July 1, 1996, the UWSI/BCBSUW Defined
Contribution Plans Master Trust maintained in accordance with the terms of the
Trust Agreement as from time to time amended, with constitutes part of this
Plan.

2.41      TRUST AGREEMENT

          The term "Trust Agreement" means that certain Trust Agreement made
effective as of such date by and between United Wisconsin Services, Inc., Blue
Cross Blue Shield United of Wisconsin and American Express Trust Company under
which the Employer is the settlor and American Express Trust Company is the
Trustee and any successor to such Trust Agreement.

2.42      TRUST FUND

          "Trust Fund" means, at time of reference, the assets of the Trust. The
term "Trust Fund" shall also mean, at time of reference, the assets or funds
held under a custodial account pursuant to an agreement between United Wisconsin
Services, Inc., Blue Cross & Blue Shield United of Wisconsin and an authorized
custodian.

                                                                           11

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2.43      TRUSTEES

          "Trustees" means the fiduciaries designated as such in the Trust
Agreement, including all "Successor Trustees" at any time acting thereunder. If
the Plan's assets are held in a custodial account pursuant to a custodial
agreement, the term "Trustees" will be deemed to include any custodian named in
such agreement. 

2.44      VALUATION DATE

          "Valuation Date" means any day that the New York Stock Exchange is
open for business or any other date mutually agreed upon in writing by the
Administrative Committee and the Trustee.

2.45      CONSTRUCTION

          Within this Plan document, as the same may be amended from time to
time, the masculine pronoun shall be deemed to include the feminine and neuter,
and the singular shall be deemed to include the plural whenever the context
requires.  The words "terminate," "terminated," "termination of employment,"
"retire," "retired," or "retirement" shall be interpreted to mean the
termination of employment or retirement of the Participant from employment with
all Employers.

                                                                            12

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                    SECTION 3 - ELIGIBILITY AND PARTICIPATION

3.1       ELIGIBLE EMPLOYEES

          The Plan is applicable only to Employees of the Employer. Accordingly,
only eligible Employees who become Participants under the Plan shall have
benefits accrued hereunder.

3.2       PARTICIPATION

          (A) Any Employee who was a Participant pursuant to the terms of  the
Plan in effect on December 31, 1996 and who is actively employed by the Employer
on January 1, 1997 shall continue as a Participant in the Plan on January 1,
1997.

          (B) With respect to any Employee who has not satisfied the
participation requirements under (A) on or after January 1, 1997, each such
Employee shall become a Participant in the Plan on the January 1, April 1, July
1, or October 1 coincident with or next following his completion of twelve (12)
consecutive months of service in which he works 1,000 Hours of Service. In the
event an Employee fails to complete 1,000 Hours of Service, during his initial
twelve (12) month period of employment, he shall become a Participant on the
January 1 next following his completion of 1,000 Hours of Service during the
Plan Year which contains the first anniversary (or succeeding anniversaries) of
his Employment Commencement Date (or Re-employment Commencement Date).

3.3       PARTICIPATION FOLLOWING A BREAK IN SERVICE

          Any Participant who incurs a Break in Service (due to termination of
employment or otherwise) on and after the Effective Date (or any Participant who
had terminated his employment and subsequently returned to active employment
before incurring a Break in Service) shall be subject to the following rules for
determining his participation in the Plan:

          (A) If the Participant is rehired before he has a Break in Service, he
shall again participate in the Plan as of his Re-employment Commencement Date.

          (B) If a Participant incurs a Break in Service and following that
Break in Service again completes a twelve (12) consecutive month period of
employment during which he works 1,000 Hours of Service, he shall again be
eligible to participate in the Plan on the date set forth in Section 3.2 as if
he were a new employee as of his Re-employment Commencement Date.

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3.4       EVIDENCE OF PARTICIPATION

          Upon completion of the requisite service requirements, the otherwise
eligible Employee shall become a Participant. The Plan Administrator shall
notify the Employee that he is eligible to be a Participant in the Plan, and the
effective date thereof. The Plan Administrator shall also furnish the
Participant with the forms and materials necessary in order for the Participant
to elect to have contributions made to his Compensation Reduction Account and to
designate a Beneficiary (or Beneficiaries) to whom distribution of his values in
the Plan should be made in the event of his death prior to the full receipt of
his interest in the Trust.

3.5       DURATION OF PARTICIPATION

          An Employee who becomes a Participant shall continue to be a
Participant until he terminates employment. If a Participant has a one (1) Year
Break in Service before he is entitled to receive (then or thereafter) a benefit
hereunder, he thereupon shall cease to be a Participant, and shall so remain
unless he again becomes a Participant as specified in Section 3 3.

3.6       RIGHTS UPON TRANSFER

          (A) TRANSFERS TO NON-COVERED JOB CLASSIFICATION: If a Participant is
transferred to a job classification with the Employer whereby he is no longer
eligible to be covered under the Plan (as set forth in Section 3.1), such
Participant shall cease active participation in the Plan and, except to the
extent provided in Section 5.2, no further contributions will be made on his
behalf under this Plan from and after the effective date of the transfer.  As
soon as administratively feasible after the date the Participant transfers to a
new job classification, the balance of such Participant's Accounts will be
transferred to a qualified plan maintained by the Employer for employees in the
job classification that renders them ineligible for coverage under this Plan. 
Such Participant shall continue to vest in the transferred Accounts balance at
least as rapidly as such Participant vested under this Plan.

          (B) TRANSFERS TO COVERED JOB CLASSIFICATION: If an Employee is
transferred to a job classification whereby he is eligible to be covered under
the Plan (as set forth in Section 3.1), such Employee shall become a Participant
as of the later of his date of transfer or the date he satisfies the
requirements of Section 3.2. Such transferred Employee shall be credited with
Service for vesting purposes for any employment with the Employer before the
date of transfer, and shall continue to vest in any transferred account balance
at least as rapidly as such Employee vested under such other plan.

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<PAGE>

                            SECTION 4 - CONTRIBUTIONS

4.1       NO CONTRIBUTIONS BY PARTICIPANTS

          Voluntary after-tax contributions under the Plan shall not be required
or permitted of any Participant on or after January 1, 1988.  However, an
Employee Contribution Account shall be maintained for Participants who made
voluntary after-tax contributions to the Plan prior to January 1, 1988.

4.2       COMPENSATION REDUCTION CONTRIBUTIONS

          A Participant shall be eligible to have contributions made to his
Compensation Reduction Account as of the date on which he becomes a Participant
under Section 3.2. In order to have the Employer make a Compensation Reduction
Contribution on his behalf, a Participant must elect to make such contributions
by payroll deduction, or otherwise, to his Compensation Reduction Account. 
Contributions to a Participant's Compensation Reduction Account shall at all
times be nonforfeitable and 100% vested.

          Each eligible Participant may elect to have the Employer contribute a
percentage of his Compensation to his Compensation Reduction Account in
accordance with the following schedule: 

                                        Percent of Compensation
               Years of Service         that may be Deferred
               ----------------         --------------------

               1 but less than 2        1%
               2 but less than 3        1% or 2%
               3 but less than 4        1%, 2%, or 3%
               4 but less than 5        1%, 2%, 3% or 4%
               5 or more                1%, 2%, 3%, 4%, 5%,
                                        6%, 7%, 8%, 9%, 10%, 
                                        11%, 12%, or 12-1/2%

          However, in the event the Administrative Committee determines that the
Actual Deferral Percentage Tests in Section 4.3(C) will not be passed, the
percentage of monthly compensation elected by a Highly Compensated Employee to
be contributed to his Compensation Reduction Account may be reduced to a level
necessary to pass the Actual Deferral Percentage tests. No Participant shall be
permitted to contribute during any calendar year more than $7,000 (as adjusted
for cost-of-living in accordance with Code Section 402(g)(5)) to his
Compensation Reduction Account.

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<PAGE>

4.3       PERMITTED RANGE OF COMPENSATION REDUCTION CONTRIBUTIONS

          The permitted range of Compensation Reduction Contributions with
respect to any year shall be determined on the basis of a Participant's total
Compensation (as defined in Section 2.10) for services rendered to the Employer
during the Plan Year. The Employer shall divide its respective Participants into
two groups - - Highly Compensated Employees and Non-Highly Compensated
Employees, respectively, as discussed herein following:

          (A)  HIGHLY COMPENSATED EMPLOYEES: Subject to Section 4.2, each
Participant who is a Highly Compensated Employee (as defined in Section 2.24)
may have the Employer make Compensation Reduction Account contributions on his
behalf under the Plan based on his projected annual earnings from the Employer;
provided, however, that the average Actual Deferral Percentage (as defined in
subsection (C)) for Participants who are Highly Compensated Employees, when
compared to the average Actual Deferral Percentage for all Participants who are
Non-Highly Compensated Employees must meet either of the two tests set forth in
subsection (C) below.

          (B)  NON-HIGHLY COMPENSATED EMPLOYEES: Subject to Section 4.2, each
Participant who is a "Non-Highly Compensated Employee" (as defined in Section
2.28), may have the Employer make Compensation Reduction Account contributions
on his behalf under the Plan based on his projected annual earnings from the
Employer. 

          (C)  ACTUAL DEFERRAL PERCENTAGE TESTS: Effective for Plan Years
beginning on or after January 1, 1987:

               (1) The average Actual Deferral Percentage for all Participants
          who are Highly Compensated Employees for the Plan Year shall not
          exceed the average Actual Deferral Percentage for Participants who are
          Non-Highly Compensated Employees for the Plan Year multiplied by 1.25,
          or

               (2) The average Actual Deferral Percentage for Participants who
          are Highly Compensated Employees for the Plan Year shall not exceed
          the average Actual Deferral Percentage for Participants who are Non-
          Highly Compensated Employees for the Plan Year multiplied by two (2),
          provided that the average Actual Deferral Percentage for Participants
          who are Highly Compensated Employees does not exceed the average
          Actual Deferral Percentage for Participants who are Non-Highly
          Compensated Employees by more  than two (2) percentage points (or such
          lesser amount as the Secretary of Treasury may prescribe).

               (3) For purposes of Paragraphs (1) and (2) above, the term
          "Actual Deferral Percentage" means, with regard to Participants who,
          for any Plan Year, are either considered to be Highly Compensated
          Employees or Non-Highly Compensated Employees the ratio (calculated
          separately for each Participant in such group) of the

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<PAGE>

          amount of Compensation Reduction Account contributions actually paid
          to the Trust on behalf of each Participant for such Plan Year to the
          Participant's W-2 earnings (plus any deferrals made pursuant to Code
          Sections 125 and 401(k))  for such Plan Year.  

          (D) EXCESS COMPENSATION REDUCTION CONTRIBUTIONS: If neither of the
requirements of subsection (C) is satisfied, then the Compensation Reduction
Contributions with respect to Highly Compensated Employees shall be reduced, to
the extent necessary to meet the requirements of subsection (C)(1) or (C)(2),
whichever is met first.  The contributions of Highly Compensated Employees
representing the highest total dollar amounts contributed shall be first reduced
in order to achieve the requirements of subsection (C)(1) or (C)(2). If
Compensation Reduction Contributions with respect to a Highly Compensated
Employee are reduced, the excess Compensation Reduction Contributions shall be
distributed, subject to the following:

               (1) For purposes of this subsection, excess Compensation
          Reduction Contributions shall mean the amount by which Compensation
          Reduction Contributions for Highly Compensated Employees have been
          reduced under this subsection.

               (2) Excess Compensation Reduction Contributions (adjusted for
          income or losses allocable thereto as specified in paragraph (3), if
          any) shall be distributed to Participants on whose behalf such excess
          contributions were made for the Plan Year no later than the last day
          of the following Plan Year. Furthermore, the Employer shall attempt to
          distribute such amount by the fifteenth day of the third month
          following the Plan Year for which the excess contributions were made
          to avoid the imposition of an excise tax under Code Section 4979.

               (3) Income or losses allocable to excess Compensation Reduction
          Contributions shall be determined using the following methods:

                    (a) Income or losses allocable to excess Compensation
               Reduction Contributions for the Plan Year shall be determined by
               multiplying the amount of income or loss for the Plan Year which
               is allocable to Compensation Reduction Contributions by a
               fraction. The numerator of the fraction is the Participant's
               excess Compensation Reduction Contributions for the Plan Year.
               The denominator of the fraction is the total balance in the
               Participant's Accounts attributable to Compensation Reduction
               Contributions on the last day of the Plan Year, reduced by any
               income (and increased by any losses) allocable to such total
               amount for the Plan Year.

                    (b) Income or losses allocable to excess Compensation
               Reduction Contributions for the Plan Year following the Plan Year
               for which 

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<PAGE>

               the excess was contributed shall be equal to 10% of the
               amount of income determined above, multiplied by the number of
               calendar months that have elapsed in such subsequent Plan Year
               prior to the distribution. In determining the number of calendar
               months which have elapsed, any distribution made on or before the
               fifteenth day of any month shall be treated as having been made
               on the last day of the preceding month, and any distribution made
               after the fifteenth day of any month shall be treated as having
               been made on the first day of the next month.

4.4       EMPLOYER MATCHING CONTRIBUTIONS

          (A)  AMOUNT OF EMPLOYER MATCHING CONTRIBUTIONS:  The Employer shall
make a matching contribution to the Trust which, when combined with amounts in
suspense accounts under Section 4.9 and Forfeitures under Section 6.3
attributable to matching contributions, shall equal a specified percentage of
each Participant's Compensation that is deferred pursuant to a Compensation
Reduction Agreement.  The amount of the matching contribution shall be equal to
50% of the amount of Compensation Reduction Contributions (excluding
Compensation Reduction Contributions in excess of 5% of a Participant's
Compensation) made on behalf of a Participant by the Employer for the Plan Year.

          (B)  NONDISCRIMINATION TESTS: Notwithstanding the foregoing, effective
for Plan Years beginning on and after January 1, 1987, the average Contribution
Percentage for all Participants who are Highly Compensated Employees, when
compared to the average Compensation Percentage for all Participants who are
Non-Highly Compensated Employees must meet either of the following two tests:

               1) The average Contribution Percentage for Participants who are
          Highly Compensated Employees for the Plan Year shall not exceed the
          average Contribution Percentage for Participants who are Non-Highly
          Compensated Employees for the Plan Year multiplied by 1.25, or

               (2) The average Contribution Percentage for Participants who are
          Highly Compensated Employees for the Plan Year shall not exceed the
          average Contribution Percentage for Participants who are Non-Highly
          Compensated Employees for the Plan Year multiplied by two (2),
          provided that the average Contribution Percentage for Participants who
          are Highly Compensated Employees does not exceed the average
          Contribution Percentage of Participants who are Non-Highly Compensated
          Employees by more than two (2) percentage points (or such lesser
          amount as the Secretary of Treasury shall prescribe).

          For purposes of the preceding two tests, the term "Contribution
Percentages" shall mean the ratio (expressed as a percentage) of the sum of all
Employer Matching

                                                                             18

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<PAGE>

Contributions under the Plan on behalf of a Participant for the Plan Year, to 
such Participant's W-2 earnings, adjusted for salary reduction contributions, 
for the Plan Year.

          (C) Excess Employer Matching Contributions:  If neither of the
requirements of subsection (B) is satisfied, then the Employer Matching
Contributions with respect to Highly Compensated Employees shall be reduced, to
the extent necessary to meet the requirements of paragraph (B)(1) or (B)(2),
whichever is met first.  The contributions to the accounts of Highly Compensated
Employees representing the highest total dollar amounts contributed will be
first reduced in order to achieve the requirements of paragraph (B)(1) or
(B)(2).  The adjustments shall be made by distributing the Participant's
Employer Matching Contributions (adjusted for income or losses attributable to
such contributions) as provided in this subsection.

               (1) For purposes of this subsection, "Excess Employer Matching
          Contributions" shall mean the amount by which Employer Matching
          Contributions must be reduced under the first paragraph of this
          subsection.

               (2) Excess Employer Matching Contributions (adjusted for income
          or losses allocable thereto) shall be forfeited (if otherwise
          forfeitable under the provisions of Section 6.2 if the Participant
          were to terminate employment) on the last day of the Plan Year for
          which the contributions were made, and shall be used, along with all
          other Forfeitures arising in that Plan Year, to reduce Employer
          Matching Contributions in accordance with Section 6.3. Excess Employer
          Matching Contributions which are non-forfeitable (adjusted for income
          or losses allocable thereto) shall be distributed to Participants on
          whose behalf such excess contributions were made for the Plan Year no
          later than the last day of the following Plan Year. Furthermore, the
          Employer shall attempt to distribute such amount by the fifteenth day
          of the third month following the Plan Year for which the excess
          contributions were made to avoid the imposition on the Employer of an
          excise tax under Code Section 4979.

               (3) Income or losses allocable to excess contributions shall be
          determined in the same manner specified for excess Compensation
          Reduction Contributions under Section 4.3(D)(3).

4.5       ORDER OF APPLICATION OF LIMITATIONS OF SECTIONS 4.3 & 4.4

          Any reductions required in Participant contributions or Employer
Matching Contributions because of the multiple use of the limits in Section
4.3(C)(2) and 4.4(B)(2) shall be governed by Code Section 401(m)(6).

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<PAGE>

4.6       RIGHT TO CHANGE, DISCONTINUE OR SUSPEND COMPENSATION REDUCTION
CONTRIBUTIONS  

          A Participant may elect to increase or decrease the rate of the
contribution to his Compensation Reduction Account; such newly changed rate
shall be effective until changed by the Participant.  A Participant may also
elect to have the Employer suspend making contributions to his Compensation
Reduction Account under the Plan altogether.  Such changes shall be made by
telephonic or other electronic means and shall be effected as soon as
administratively feasible.  

4.7       ROLLOVER CONTRIBUTIONS

          Each Participant, and each other Employee who is not a Participant,
may apply in writing to the Employer (on the form provided for that purpose) to
make a Rollover Contribution to the Plan.  The Employer will approve any such
requests which comply with the applicable requirements of the Code.  Upon
approval by the Employer, the Rollover Contribution shall be deposited to the
Trust Fund and credited to such Participant's Rollover Account.

4.8       GENERAL LIMITATION ON ANNUAL ADDITIONS

          In no event shall the total Annual Addition for any Participant for
any Plan Year exceed the lesser of:

               (A)  $30,000 (or such other amount as adjusted for the cost-of-
          living in accordance with Section 415(d) of the Code), or

               (B) Twenty-five percent (25%) of such Participant's total
          Compensation which is included in gross income for the Plan Year, plus
          on or after January 1, 1998, any amounts contributed by the Employer
          pursuant to a salary reduction agreement and which is not included in
          the Participant's gross income under Code Sections 125 or 402(a)(8).

4.9       SPECIAL LIMITATION ON ANNUAL ADDITIONS

          Prior to January 1, 2000, if the Participant is, or was, covered under
a defined benefit plan and a defined contribution plan maintained by the
Employer, the sum of the Participant's defined benefit plan fraction and defined
contribution plan fraction may not exceed 1.0 in any Plan Year.

          The defined benefit plan fraction is a fraction, the numerator of
which is the sum of the Participant's projected annual benefits under all
defined benefit plans (whether or not terminated) maintained by the Employer,
and the denominator of which is the lesser of (i)

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<PAGE>

1.25 times the dollar limitation of Section 415(b)(1)(A) of the Code in 
effect for the Plan Year, or (ii) 1.4 times the Participant's average 
Compensation for the three consecutive years that produces the highest 
average.

          The defined contribution plan fraction is a fraction, the numerator of
which is the sum of the Annual Additions to the Participant's Accounts under all
defined contribution plans maintained by the Employer (whether or not
terminated) for the current and all prior Plan Years, and the denominator of
which is the sum of the lesser of the following amounts determined for such Plan
Year end for each prior Year of Service with the Employer: (i) 1.25 times the
dollar limitation in effect under Section 415 (c)(1)(A) of the Code for each
such Plan Year (as modified by Code Section 416(h) to the extent applicable if
the Plan is Top Heavy), or (ii) 1.4 times the amount which may be taken into
account under Section 415 (c)(1)(B) of the Code.

          Projected annual benefit means the annual benefit to which the
Participant would be entitled under the terms of the Plan, if the Participant
continued employment until his Normal Retirement Age (or current age, if later)
and the Participant's Compensation for the Plan Year and all other relevant
factors used to determine such benefit remained constant until Normal Retirement
Age (or current age, if later).

4.10      DISPOSITION OF EXCESS ANNUAL ADDITIONS

          If the total Annual Additions for any Participant for any Plan Year
would otherwise exceed the maximum Annual Addition permitted under Sections 4.8
and 4.9, the excess amount will be disposed of as follows:

          (A)  First, by returning to such Participant, to the extent necessary,
any Compensation Reduction Contributions made on his behalf, with investment
gains attributable to such Compensation Reduction Contributions, to the extent
provided by current law and regulations;

          (B)  Second, any Excess Employer Matching Contributions are to be used
to (i) reduce Employer Matching Contributions for other eligible Participants,
or (ii) if needed, restore previously forfeited Employer Matching Contributions.

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                             SECTION 5 - ACCOUNTING

5.1       INDIVIDUAL ACCOUNTS OF PARTICIPANTS

          The Employer shall establish and maintain for each Participant two (2)
separate Accounts, to be called, respectively, the Compensation Reduction
Account and the Employer Matching Contribution Account; each such Account shall
be credited or debited to the extent required by this Section 5. In addition,
where applicable, the Employer shall establish and maintain a Rollover Account,
as may be required under Section 4.7 and an Employee Contribution Account (if
applicable) in accordance with Section 4.1. The Employer shall maintain adequate
records to reflect the interest of each Participant or Beneficiary in the Trust,
and shall disclose such information at least once annually. All entries to such
individual Accounts shall be conclusive and binding upon all parties, except
that both arithmetical errors and errors resulting from mistakes in procedure
may be corrected by the Employer at any time.

5.2       CREDITING OF EMPLOYER CONTRIBUTIONS AND FORFEITURES

          (A) MATCHING CONTRIBUTIONS: Employer Matching Contributions shall be
credited each payroll period to each Participant equal to 50% of the
Participant's Compensation Reduction Contributions (excluding Compensation
Reduction Contributions in excess of 5% of the Participant's Compensation)
during such payroll period.

          (B) COMPENSATION REDUCTION CONTRIBUTIONS:  The Employer shall allocate
any Compensation Reduction Contribution to the Compensation Reduction Account of
any Participant who had a Compensation Reduction Contribution made on his behalf
on the date such funds are deposited in the Trust Fund. 

          (C) FORFEITURES: Forfeitures (as described in Section 6.3) shall be
used as soon as feasible to reduce subsequent Employer Matching Contributions.

5.3       DEBITING OF DISTRIBUTIONS

          The amounts, if any, distributed or paid to or on behalf of a
Participant hereunder at any time shall, concurrent with such payment, be
debited against his Accounts, as applicable.

5.4       SEPARATE INVESTMENT FUNDS

          (A) ADMINISTRATOR MAY ESTABLISH SEPARATE FUNDS: The Plan Administrator
may direct the Trustee to invest in one or more separate investment funds,
having different specific investment objectives as the Plan Administrator shall
from time to time determine. The Plan Administrator shall determine and may from
time to time redetermine the number of

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investment funds and the specific objectives of said funds and the 
investments or kinds of investment which shall be authorized therefor. From 
time to time the Plan Administrator may add or delete funds without amending 
the Plan. Participants will be informed as to the various investment options 
available.

          (B) PARTICIPANT DIRECTION PERMITTED: Each Participant has the right to
instruct the Plan Administrator to direct the Trustee to invest his Accounts in
one or more separate investment funds as established above.

          (C) ADMINISTRATOR TO ESTABLISH RULES: The Plan Administrator may at
any time make such uniform and nondiscriminatory rules as it determines are
necessary regarding the administration of this directed investment option. The
Plan Administrator shall develop and maintain rules governing the rights of
Participants to change their investment directions and the frequency with which
such changes can be made.

          (D) INVESTMENT ADVISERS: The Plan Administrator may, from time to
time, retain the services of one or more persons or firms designated as
Investment Adviser for the management of (including the power to acquire and
dispose of) all or any part of the Trust, provided that each of such persons or
firms (a) is registered as an investment advisor under the Investment Advisers
Act of 1940, (b) is a bank (as defined in that Act), or an insurance company
qualified to perform manage, acquire, or dispose of trust assets under the laws
of more than one State of the United States.  Each such Investment Adviser shall
acknowledge in writing that it is a fiduciary with respect to the assets of the
Trust under its authority and management.

          The Plan Administrator has the authority to direct the Trustee to
investment all or a portion of the Trust Fund through any common or collective
trust fund or pooled investment fund, including collective investment funds
maintained by the Trustee, or its successor, for the collective investment of
funds held by it in a fiduciary capacity.

5.5       VALUATION OF ACCOUNTS

          As of each Valuation Date, all assets of the Trust Fund shall be
valued, net gains or losses shall be allocated, and additions to and withdrawals
from Account balances shall be processed in the following manner:

          (A)  The fair market value of securities and/or the other assets
comprising each investment fund designated by the Committee for direction of
investment by the participants of this Plan shall be computed.  Each Account
balance shall be adjusted each Valuation Date by applying the closing market
price of the investment fund on the current Valuation Date to the share/unit
balance of the investment fund as of the close of business on the current
Valuation Date.  

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          (B)  Any requests for additions or withdrawals made to or from a
specific designated investment fund by any Participant, including allocations of
contributions and forfeitures shall then be accounted for.  In completing the
valuation procedure described above, such adjustments in  the amounts credited
to such accounts shall be made on the Valuation Date to which the investment
activity relates.  Contributions received by the Trustee pursuant to this Plan
shall not be taken into account until the Valuation Date coinciding with or next
following the date such contribution was both actually paid to the Trustee and
allocated among the accounts of Participants.  

          (C)  Notwithstanding paragraphs A and B above, in the event a pooled
investment fund is created as a designated fund for Participant investment
election in this Plan, valuation of the pooled investment fund and allocation of
earnings of the pooled investment fund shall be governed by the administrative
services agreement of such pooled investment fund.  The provisions of any such
administrative services agreement shall be deemed a part of this Plan.

          (D)  It is intended that this Section operate to distribute among each
Participant Account in the Trust Fund, all income of the Trust Fund and changes
in the value of the assets of the Trust Fund.  
          
5.6       RETURN OF EMPLOYER CONTRIBUTIONS

          If an amount is contributed by the Employer due to a mistake of fact,
the Employer shall be entitled to recover such amount within one (1) year of the
date such contribution is made. If an amount is contributed by the Employer
which is disallowed as a deduction under Code Section 404, the Employer shall be
entitled to recover such amount within one (1) year of the date such deduction
is disallowed. Trust income attributable to the amount to be recovered shall not
be paid to the Employer, but Trust loss attributable thereto shall reduce such
amount.

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                            SECTION 6 - DISTRIBUTIONS

6.1       DISTRIBUTIONS UPON RETIREMENT, DEATH OR DISABILITY

          If a Participant's Severance from Service Date occurs because of the
Participant's retirement, death or Permanent Disability, such Participant (or
his Beneficiary) shall be  entitled to receive a distribution of 100% of his
Employer Matching Contribution Account, Compensation Reduction Account, Employee
Contribution Account (if any) and Rollover Account as soon as feasible following
his Severance from Service Date, provided such Participant complies with such
administrative procedures for distribution as are authorized by the
Administrative Committee. The balance of a Participant's Accounts upon
distribution shall be based on the value of such Accounts as of the Valuation
Date on which the administrative procedures authorized by the Committee for
distribution are completed.

6.2       DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT

          If a Participant's Severance from Service Date occurs because of the
Participant's resignation or dismissal, such Participant shall be entitled to
receive a distribution of 100% of the balance of his Compensation Reduction
Account, Employee Contribution Account (if any) and Rollover Account (if any),
plus the vested percentage of his Employer Matching Contribution Account and
Transfer Account (if any) as soon as feasible following his Severance from
Service Date, provided such Participant complies with such administrative
procedures for distribution as are authorized by the Administrative Committee.
The balance of a Participant's Accounts upon distribution shall be based on the
value of such Accounts as of the Valuation Date on which the administrative
procedures authorized by the Committee for distribution are completed. The
vested percentage of his Employer Matching Contribution Account shall be
determined in accordance with the following schedule:


               YEARS OF SERVICE COMPLETED
               AT SEVERANCE FROM SERVICE DATE     NONFORFEITABLE PERCENTAGE
               ------------------------------     -------------------------

               Less than 1 Year                            0%
               1 but Less than 2 Years                    20%
               2 but Less than 3 Years                    35%
               3 but Less than 4 Years                    50%
               4 but Less than 5 Years                    65%
               5 but less than 6 Years                    80%
               6 Years or More                           100%

Notwithstanding the above schedule, a Participant will be 100% vested in his
Employer Matching Contribution Account upon the attainment of his Normal
Retirement Age.

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6.3       FORFEITURES

          That portion of the Employer Matching Contribution Account to which
the Participant is not entitled at his Severance from Service Date shall be
credited to his Forfeiture Account, established and maintained by the Employer
in the terminated Participant's name.

          If the Participant does not return to employment as of the last day of
the calendar quarter in which his Severance from Service Date occurs, then the
credit balance to such Forfeiture Account shall, subject to the provisions of
Section 6.2 hereof, be a Forfeiture and shall, together with all other
applicable Forfeitures occurring during the same calendar quarter, be used to
reduce Employer Matching Contributions for the calendar quarter in which the
Forfeiture occurs, or in any subsequent calendar quarter.

          If the Participant returns to the employment of the Employer prior to
incurring five (5) consecutive One Year Breaks in Service, any Forfeitures of
such Participant's Employer Matching Contribution Account which have been
previously forfeited shall be restored to the Participant's Employer Matching
Contribution Account effective as of the date the Participant repays the entire
amount of the distribution he received from his Employer Matching Contribution
Account under Section 6.2 upon his previous termination of employment. Such
repayment shall be made within the five (5) year period following the date of
the distribution and shall constitute the beginning balance in his new Employer
Matching Contribution Account.

          If the Participant returns to employment with the Employer before the
end of the calendar quarter in which his Severance from Service Date occurs,
then the credit balance to such Forfeiture Account shall be transferred back to
his reconstituted Employer Matching Contribution Account.

6.4       METHOD OF DISTRIBUTION

          (A)  If a Participant is entitled to receive a distribution upon his
retirement, Permanent Disability or termination of employment, such distribution
shall be paid under one of the following forms:

               (a) Lump sum distribution, or

               (b) Equal installments to be paid over a period not exceeding the
          lesser of fifteen (15) years and the life expectancy of the
          Participant, or the joint life expectancy of the Participant and his
          designated Beneficiary.

               (c) Equal installments for a period not exceeding the life
          expectancy of the Participant or the joint life expectancy of the
          Participant and his designated beneficiary

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<PAGE>

          (B) If a Participant dies prior to receiving the balance in his
Accounts, and he is not married at the time of death, the remaining balance in
his Accounts will be distributed in a lump sum to his designated beneficiary. If
a Participant is married at the time of his death, his remaining balance in his
Accounts shall be paid to his surviving spouse, unless the spouse consents in
writing in accordance with Section 7.1 to the designation of another
Beneficiary.

6.5       RESPONSIBILITIES AND DUTIES RELATIVE TO CURRENT RECORDS

          Each Participant, and each Beneficiary of a deceased Participant shall
file with the Employer from time to time, in writing, his post office address
and each change of post office address. Any communication, statement or notice
addressed to such person at his last post office address filed with the
Employer, or if no such address was filed, then at his last post office address
as otherwise shown in the Employer's records, if any, shall be binding on such
person for all purposes of the Plan, and neither the Employer nor the Trustee
shall be obliged to search for or ascertain the whereabouts or identity of any
Participant or Beneficiary.

6.6       MANNER OF DISPOSING UNCLAIMED DISTRIBUTABLE INTEREST

          If all or any part of the interest of any Participant or Beneficiary
becomes distributable hereunder and the Plan Administrator, after a reasonable
search, cannot locate the Participant or his Beneficiary, if such Beneficiary is
entitled to payment, the vested Account balance shall be forfeited and
reallocated in accordance with Section 6.3 as of the day the Participant
incurred a Break in Service, or such later date as the Plan Administrator may
decide. If the Participant or his Beneficiary subsequently presents a valid
claim for benefits to the Plan Administrator, the Plan Administrator shall cause
the vested Account balance, equal to the amount which was forfeited under this
Section, to be restored.

6.7       TIME OF DISTRIBUTIONS

          Notwithstanding any provision of the Plan to the contrary, the
following provisions of this Section shall be applicable with respect to the
payments of benefits to any Participant or Beneficiary:

          (A) DISTRIBUTION PRIOR TO PARTICIPANT'S DEATH: Unless a Participant
elects otherwise, in no event shall payments commence later than 60 days
following the end of the Plan Year in which (i) the Participant reaches age 65,
(ii) the Participant terminates employment, or (iii) the Participant attains the
tenth (10th) anniversary of the date on which he commenced participation in the
Plan, whichever is later. In the case of a Participant who terminates employment
due to resignation or dismissal, the Participant may request payment of his
benefit at an earlier date. Notwithstanding the above, the entire vested

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<PAGE>

balance of a Participant's Accounts must not be distributed later than the 
date set forth in paragraph (1) or paragraph (2) below, namely:

               (1) DISTRIBUTION IN A SINGLE SUM: Distribution of a Participant's
          Accounts in a single sum must be effected no later than April 1 of the
          calendar year immediately following the later of: the calendar year in
          which the Participant attains age 70-1/2, or the calendar year in
          which the Participant retires from active service with the Employer.
          Notwithstanding the preceding sentence, any Participant who attains
          age 70-1/2 and was a 5% owner at any time during the Plan Year ending
          with or within the calendar year in which such Participant attained
          age 70-1/2 or any subsequent Plan Year must receive a distribution of
          his Accounts no later than April 1 of the calendar year following the
          calendar year in which the Participant attains age 70-1/2.

               (2) DISTRIBUTION BY PERIODIC PAYMENTS:

                    (a) If distribution is by periodic payments (by which term,
               for purposes of this Section, is meant distribution in any form
               other than a single sum, as described in paragraph (1) above)
               then, distribution of the Participant's vested Accounts under the
               Plan must commence not later than April 1 of the calendar year
               immediately following the later of: the calendar year in which
               the Participant attains age 70-1/2 or the calendar year in which
               the Participant retires from active service with the Employer,
               and must be spread over a period not greater than any of the
               following, namely: (i) the remaining lifetime of the Participant;
               or (ii) the remaining lifetime of the Participant and a
               designated Beneficiary or contingent annuitant; or (iii) a period
               not extending beyond the life expectancy of the Participant, as
               determined by such life expectancy tables under Regulations; to
               Section 72 of the Code; or (iv) a period not extending beyond the
               life expectancy of the Participant and a designated Beneficiary
               or contingent annuitant, as determined by such life expectancy
               tables, as aforesaid.

                    (b) If distribution shall be in accordance with clause (iii)
               of the immediately preceding sentence of this paragraph (2),
               then, in accordance with applicable governmental regulations, the
               remaining life expectancy of the Participant -- and, if
               applicable, his spousal Beneficiary -- may be redetermined each
               year, and the amount of periodic payments so distributed may be
               annually adjusted accordingly.

                    (c) Notwithstanding the preceding, any Participant who
               attains age 70-1/2 and was a 5% Owner at any time during the Plan
               Year ending with or within the calendar year in which such
               Participant attained age 70-1/2, or any subsequent Plan Year,
               must begin to receive a distribution of his Accounts 

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<PAGE>

               no later than April 1 of the calendar year following the calendar
               year in which the Participant attains age 70-1/2.

                    (d) Any Participant who is not a 5% owner, and attained age
               70-1/2 prior to January 1, 1997, and who was required (or would
               have been required) to commence distributions under the rules in
               effect prior to January 1, 1997, may make an election (at such
               time or in such form as may be prescribed by the Plan
               Administrator) to suspend such distributions until the date of
               the Participant's actual retirement.

          (B)  DISTRIBUTIONS AFTER PARTICIPANT'S DEATH: In the event of the
Participant's death, his entire or remaining interest under the Plan must be
distributed in accordance with either paragraph (1) or paragraph (2) below,
namely:

               (1) DEATH AFTER COMMENCEMENT OF BENEFITS:  If the Participant
          shall die after commencement of his benefit payments under the Plan,
          the remaining values must be distributed at least as rapidly as under
          the method of distribution selected under paragraph (2) of subsection
          (A) above in this Section.

               (2) DEATH PRIOR TO COMMENCEMENT OF BENEFITS:  If a Participant
          shall die after retirement under the Plan but prior to the
          commencement of benefit payments on that account hereunder, then, in
          such event, the entire interest of the Participant must be distributed
          within the 5-year period measured from the date of the Participant's
          death; provided, however, that such "5 Year Rule" shall NOT be
          applicable in the following instances described in subparagraph (a) or
          subparagraph (b), below:

                    (a) The "5 Year Rule" described above shall not apply if the
               following three conditions are met at the date of death of the
               Participant, namely: (i) if any portion of the Participant's
               interest under the Plan is payable to, or for the benefit of, a
               designated Beneficiary; and (ii) the portion of the Participant's
               interest to which the Beneficiary is entitled will be distributed
               over the remaining lifetime of the Beneficiary (or over a period
               not extending beyond the remaining life expectancy of such
               Beneficiary); and (iii) the distributions commence no later than
               one year after the date of the Participant's death (or such later
               date which the Secretary of the U.S. Treasury Department may,
               under pertinent regulations, prescribe);

                    (b) The 5 Year Rules described above shall not apply if the
               following two conditions are met at the date of death of the
               Participant, namely: (i) the portion of the Participant's
               interest to which the surviving spouse is entitled will be
               distributed over the remaining lifetime of the surviving spouse
               (or over a period not extending beyond the life expectancy of the
               surviving spouse);

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               and (ii) the distributions commence no later than the date as of
               which the Participant would have attained age 70-1/2. If the
               surviving spouse dies before the distributions to such spouse
               begin, then the provisions of this paragraph (2) will apply as if
               the spouse was the Participant.

          (C) DISTRIBUTIONS TO MINOR CHILDREN:  For purposes of subsections (A)
and (B), any amount paid to a child under the age of majority shall be treated
as if it had been paid to the surviving spouse if the amount becomes payable to
the surviving spouse when the child reaches the age of majority.

          (D) INCIDENTAL DEATH BENEFITS:  Notwithstanding the foregoing
subsections, all distributions shall be made in accordance with the incidental
death benefit requirements of Code Section 401(a)(9)(G) and the regulations
thereunder.  

6.8       WITHDRAWALS FROM INDIVIDUAL ACCOUNTS

          (A)  A Participant may not withdraw any of the values in his Employer
Contribution Matching Account.

          (B) A Participant may make a partial or total withdrawal from his
Employee Contribution Account at any time while remaining in the Service of the
Employer. Upon demonstrating a financial hardship, a Participant may withdraw
any contributions (but not earnings) that have been credited to his Compensation
Reduction Account subject to the following provisions.  Effective for
withdrawals made on or after January 1, 1989, a withdrawal shall be considered
to have been made on account of a financial hardship if such withdrawal is (i)
made on account of an immediate and heavy financial need of the Participant and
(ii) is necessary to satisfy such financial need.  The determination of the
existence of an immediate and heavy financial need and of the amount necessary
to meet the need (including amounts necessary to pay any federal, state, or
local income taxes or penalties reasonably anticipated to result from the
withdrawal) shall be made in a nondiscriminatory manner and after appropriate
documentation is submitted and only after the approval of the Committee.

               (1) A withdrawal will be deemed to be made on account of an
          immediate and heavy financial need of the Participant as defined by
          the IRS regulations and which currently include:

                    (a) Medical expenses described in Code Section 213(d) which
               are incurred by the Participant, the Participant's spouse, or any
               dependents of the Participant (as defined in Code Section 152) or
               necessary for these persons to obtain medical care as described
               in Code Section 213(d);

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                    (b) Purchase (excluding mortgage payments) of a principal
               residence for the Participant; 

                    (c) Payment of tuition and related educational expenses for
               the next twelve (12) months of post-secondary education for the
               Participant, his or her spouse, children or dependents as defined
               in Code Section 152; or

                    (d) The need to prevent the eviction of the Participant from
               his principal residence or foreclosure on the mortgage of the
               Participant's principal residence.

               (2) A withdrawal will be deemed necessary to satisfy an immediate
          and heavy financial need of a Participant if the Employee represents
          that the need cannot be relieved:

                    (a) Through reimbursement or compensation by insurance or
               otherwise;

                    (b) By liquidation of the Participant's assets to the extent
               that such liquidation would not cause an immediate and heavy
               financial need;

                    (c) By cessation of Compensation Reduction Contributions
               under the Plan; or

                    (d) By other distributions or loans from this Plan or any
               other plan or by borrowing from commercial sources on reasonable
               terms.

6.9       DISTRIBUTIONS TO ALTERNATE PAYEES

          Notwithstanding the above, in the event any portion of a Participant's
Account becomes payable to an alternate Payee because of a qualified domestic
relations order, such Alternate Payee may apply for and receive an immediate
distribution of the entire amount he is entitled to under the Plan as set forth
in Section 6.7.

6.10      ELIGIBLE ROLLOVER DISTRIBUTIONS

          (A)  DIRECT ROLLOVER. In the case of a distribution after December 31,
1992 that would be an eligible rollover distribution within the meaning of Code
Section 402 if made to the Participant or Beneficiary ("distributee"), the
distributee may elect, to the extent required by law and regulation and in the
manner prescribed by the Committee, to have such distribution paid directly to
an eligible retirement plan (as defined in Code Section 401 (a)(31)). The amount
of such direct rollover shall be limited to the amount of the eligible rollover
distribution which would otherwise be includible in the distributee's gross
income

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in the absence of a direct transfer and without regard to the rollover rules 
of Code Sections 402 and 403.

          (B)  WITHHOLDING. In the case of an eligible rollover distribution
which is not directly transferred to an eligible retirement plan pursuant to
Subsection (A) above, the Plan shall reduce the amount of the distribution (or
otherwise withhold) by the amount of the tax required to be withheld by law and
regulations.



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                            SECTION 7 - BENEFICIARIES

7.1       DESIGNATION OF BENEFICIARY OR BENEFICIARIES

          Any Participant may, by instrument in writing, executed and delivered
to the Employer during his lifetime, designate a Beneficiary or Beneficiaries to
whom distribution of his interest in the Trust shall be made in the event of his
death prior to the receipt of his entire interest in the Trust, and he may
designate the proportions of his Accounts to be distributed to each such
designated Beneficiary if there be more than one. Any such designation may be
revoked or changed by the Participant or former Participant at any time, and
from time to time, by similar instruments in writing delivered as aforesaid.

          Notwithstanding the preceding, in the event that a married Participant
desires to have his interest distributed to a Beneficiary other than his spouse,
his spouse must first consent in writing to this distribution and to the
specific Beneficiary. The spouse's consent must be witnessed by a Plan
representative or Notary Public and must acknowledge that the spouse is aware of
the effect of such consent.

          The spousal consent specified herein shall not be required, however,
if (i) the Participant establishes, to the satisfaction of the Plan
representative, that such consent may not be obtained because there is no
spouse, or the spouse cannot be located, or (ii) such consent may, under U.S.
Treasury Department Regulations, be waived. Moreover, such spousal consent shall
in no event be transferable (i.e., it is applicable only to the spouse so
consenting, and not to any subsequent spouse of the Participant).

          The spousal consent required for Beneficiary designations must be made
during the period beginning with the first day of the Plan Year in which the
Participant attains age 35 and ending on the date of the Participant's death;
provided, however, to the extent permitted under applicable regulations, the
spouse may validly consent to a Beneficiary designation prior to the first day
of the Plan Year in which the Participant attains age 35.

          If there is no designated Beneficiary living upon the death of a
Participant or former Participant or if all such designated Beneficiaries die
prior to the full distribution of his interest, the then legal representative of
the last surviving of the Participant and the designated Beneficiaries, or if
the Employer fails to receive notice of the appointment of any such legal
representative within one year after such death, the heirs at law of such
survivor (in the proportions in which they would inherit his intestate personal
property) shall be the Beneficiary to whom the then remaining balance of such
interest shall be distributed.

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7.2       MISSING BENEFICIARY(IES); RIGHT OF EMPLOYER TO MAKE A PRESUMPTION OF
DEATH

          If the Employer, after reasonable inquiry, is unable within one year
to determine whether or not a designated Beneficiary did in fact survive the
event that entitled him to receive distribution of any sum hereunder, it shall
be conclusively presumed that such Beneficiary did in fact die prior to such
event.

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<PAGE>

                          SECTION 8 - PARTICIPANT LOANS

8.1       PARTICIPANT LOANS

          (A)  ADMINISTRATION - Loans shall be made available in writing or by
any other means authorized by the Committee.  Any Participant who is a "party in
interest" to the Plan as that term is defined in Section 3(14) of ERISA
(hereinafter collectively referred to as "Eligible Borrowers"), may apply for a
loan from the Plan (hereinafter referred to as a "Participant Loan").  Eligible
Borrowers requesting a Participant Loan from the Plan may obtain and complete a
loan application.  An Eligible Borrower may have only two loans outstanding from
this Plan at any one time and no loan shall be made in an amount less than
$1,000.  Loans may be made as soon as administratively feasible following the
request of the Eligible Borrower.  The approval or disapproval of any loan
application filed pursuant to this Section will be based on the requirements of
ERISA, the Code, the Plan and nondiscriminatory rules and procedures established
by the Committee.

          (B)  LIMITATIONS - The total amount of Participant Loans from the Plan
outstanding to any Eligible Borrower, when combined with all loans from all
Plans maintained by the Company and any Employer, shall not exceed the lesser
of: (i) $50,000,00 (reduced by principal repayments made during the previous
year on any Participant Loans from the Plan); or (ii)  1/2 of the Eligible
Borrower's vested, nonforfeitable interest in his Accounts under the Plan.

          (C)  TREATED AS INVESTMENT - All Participant Loans granted to an
Eligible Borrower under this Section will be considered investments of the
Accounts of such Eligible Borrower and the principal and interest payments made
by him will be credited to his Accounts. For purposes of determining the extent
to which the Eligible Borrower's Accounts share in Trust income, gains, losses
and expenses, if any, his Accounts' balances will be reduced by the unpaid
amount of any outstanding Participant Loan as of any appropriate Valuation Date

          (D)  INTEREST - The interest rate charged on any Participant Loan
shall be a reasonable rate comparable to prevailing interest rates charged by
commercial lenders under similar circumstances.  

          (E)  SECURITY - Participant Loans shall be secured by the Eligible
Borrower's Accounts under the Plan, except that no more than 50% of the value of
the Eligible Borrower's vested, nonforfeitable Accounts balances at the time the
Participant Loan is made may be used to secure the principal amount of all
Participant Loans of the Eligible Borrower.

          (F)  REPAYMENT - The repayment provisions of any Participant Loan will
be determined at the time the loan is made, subject to the requirements of this
Subsection and applicable law. Any Participant Loan shall provide for repayment
pursuant to a level amorti-

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zation schedule with payments not less frequently than quarterly. In no 
event, however, shall the term of any Participant Loan exceed five (5) years. 
In order to receive a Participant Loan, an Eligible Borrower who is also an 
Employee of the Company must agree to repay the loan by having the Company 
withhold from the pay for the Eligible Borrower an amount sufficient to meet 
any installment obligation of the loan, or any portion thereof. Any and all 
amounts so withheld by the Company will be remitted to the Trustee on a 
timely basis as an installment on the loan. An Eligible Borrower shall be 
entitled to prepay the entire outstanding balance of any Participant Loan 
without penalty at any time.  In the event an Eligible Borrower has not 
repaid the entire Participant Loan at his Severance from Service Date, the 
Committee shall require that the Participant repay the loan by check payable 
to the Plan or by such other means as may be mutually agreed upon by the 
Committee and the Eligible Borrower.  The Company shall remit such payments 
to the Trustee on a timely basis.  Loan repayments will be suspended under 
this Plan as permitted under Section 414(u)(4) of the Code.

          (G)  DISCLOSURE - Every Eligible Borrower who applies for a
Participant Loan will be entitled to receive from the Committee a statement of
the charges involved in his loan transaction, including the dollar amount and
annual interest rate of the finance charge, and such other disclosure
information as may be required by applicable law.

          (H)  DEFAULT - Failure to pay principal and interest when due (or
within such grace periods as are permitted by applicable law) or any violation
of the terms of the note executed between the Plan and an Eligible Borrower
shall constitute an event of default. In the event of default, the Committee
shall have the right to declare any unpaid balance due and payable, and to
foreclose on any security interest. Further, at the earliest date on which an
Eligible Borrower is entitled to receive a distribution from the Plan in
accordance with ERISA and the Code, the Committee shall have the right to apply
the Eligible Borrower's interest in the Plan against the unpaid amount, which
amount shall in such event be considered a distribution to the Eligible
Borrower.

          (I)  LOAN GUIDELINES - The Committee shall issue written loan policy
guidelines, which shall form part of the Plan, describing the procedures and
conditions for making loans, and may revise those guidelines at any time, and
for any reason. The Committee shall have the complete discretion to approve or
disapprove any loan application filed pursuant to this Section. Any such
approval or disapproval will be based on the requirements of ERISA, the Code,
the Plan and nondiscriminatory rules and procedures established by the
Committee.

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                               SECTION 9 - ADMINISTRATION

9.1       PLAN ADMINISTRATOR

          The "Plan Administrator", within the meaning of ERISA, is the Company.
The employer shall have complete charge of the administration of the Plan.  The
Company is the "named fiduciary" within the meaning of ERISA.

          The Plan Administrator shall have the authority to direct the Trustee
to invest all or a portion of the Trust Fund through any common or collective
trust fund or pooled investment fund, including collective investment funds
maintained by American Express Trust Company or its successor, for the
collective investment of funds held by it in a fiduciary capacity.

9.2       THE ADMINISTRATIVE COMMITTEE

          The day-to-day administration of the Plan shall be the responsibility
of the Company's Employee Benefits Committee -- herein called the "Committee".
Each member of the Committee shall serve without remuneration, but shall be
reimbursed for expenses incurred in the performance of his duties. 

          The Committee shall also have the authority and discretion to engage
an Administrative Delegate who shall perform, without discretionary authority or
control, day-to-day administrative functions within the framework of policies,
interpretations, rules, practices, and procedures made by the Committee or other
Plan Fiduciary.  Any action made or taken by the Administrative Delegate may be
appealed by an affected Participant to the Committee in accordance with the
claims review procedures provided in Section 10.2.   Any decisions which call
for interpretations of Plan provisions not previously made by the Committee
shall be made only by the Committee.  The Administrative Delegate shall not be
considered a fiduciary with respect to the services it provides.

9.3       EMPLOYMENT OF SERVICES BY THE COMMITTEE

          The Committee may appoint a Secretary who may, but need not be, a
member of the Committee. The Committee may employ such agents and such clerical
and other services, and such legal counsel, other consultants, and accountants
as may, in the opinion of the Committee, be required for the purposes of
properly administering the Plan.

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9.4       EXPENSES OF ADMINISTRATION

          The Employer is not required, but may, at its discretion, pay the
expenses of administration of the Plan, including the fees and expenses of the
Trustee. If such expenses of administration are not so paid by the Employer,
they shall be paid by the Trustee from the Trust Fund.  The Trustee, Investment
Adviser and recordkeeper of the Plan (collectively referred to as "Service
Providers") will receive reasonable compensation as may be agreed upon from time
to time between the Company or the Committee and such Service Providers.  To the
extent permitted by law, such compensation shall be paid from the Trust Fund
unless paid by the Company.

9.5       ACTS OF THE COMMITTEE

          The Committee shall give to the Trustee any order, direction, consent
or advice required under the terms of the Plan or the Trust Agreement, and the
Trustee shall be entitled fully to rely on any instrument delivered to it
evidencing the action of the Committee.

9.6       INTERPRETATIONS

          The Committee shall have the exclusive right to make any finding of
fact necessary or appropriate for any purpose under the Plan including, but not
limited to, the determination of the eligibility for and the amount of any
benefit payable under the Plan. The Committee shall have the exclusive right to
interpret the terms and provisions of the Plan and to determine any and all
questions arising under the Plan or in connection with the administration
thereof, including, without limitation, the right to remedy or resolve possible
ambiguities, inconsistencies, or omissions, by general rule or particular
decision, with such interpretations or determinations to be finally conclusive
and binding on all parties affected thereby. The Committee shall make, or cause
to be made, all reports or other filings necessary to meet the reporting and
disclosure requirements of ERISA which are the responsibility of "plan
administrator" under ERISA. To the extent permitted by law, all findings of
fact, determinations, interpretations, and decisions of the Committee shall be
conclusive and binding upon all persons having or claiming to have any interest
or right under the Plan.  Notwithstanding the foregoing, certain day-to-day
administrative functions may be delegated pursuant to a written agreement to an
Administrative Delegate.

          Notwithstanding any provision in the Plan to the contrary,
Compensation Reduction Agreements and cancellations or amendments thereto,
investment elections, changes or transfers, loans, withdrawal decisions, and any
other decision or election by a Participant (or Beneficiary) under the Plan may
be accomplished by electronic or telephonic means which are not otherwise
prohibited by law and which are in accordance with procedures and/or systems
approved or arranged by the Committee or its Administrative Delegate.

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9.7       LIABILITY OF THE COMMITTEE

          The members of the Committee, and each of them, shall be free from
liability for their acts and conduct in the administration of the Plan, and the
Employer shall indemnify them and hold them, and each of them, harmless from the
effects and consequences of their acts and conduct in their official capacity,
except to the extent that such effects and consequences result from their
failure to exercise ordinary care and reasonable diligence. In any event, the
Committee shall be deemed to have exercised ordinary care and reasonable
diligence if it shall have relied in good faith upon any written information
furnished to it by an Employee or Participant, the Employer, the Investment
Adviser, the Trustee, or by any actuary, employee benefit plan consultant,
counsel, accountant or other person employed, with or without remuneration, by,
the Employer for purposes of the Plan.

9.8       APPLICABLE LAW

          The Plan will be construed and enforced in accordance with the laws of
the State of Wisconsin and all provisions of the Plan will be administered in
accordance with the laws of the said State, to the extent not superseded by
ERISA.

9.9       PLAN FIDUCIARIES; ALLOCATION OF RESPONSIBILITIES AMONG THEM

          Under ERISA and Regulations made pursuant to ERISA, the Employer, the
Trustee, the Committee, the Plan Administrator and the Investment Adviser are
"Plan Fiduciaries."  All Plan Fiduciaries shall have only those specific powers,
duties, responsibilities and obligations as are specifically given to them under
the Plan document and the Trust Agreement.  In general, the Employer, acting
through a majority of its Board of Directors or its designated committee, shall
have the sole responsibility to terminate the Plan, in whole or in part, in
accordance with Section 11 hereof and sole responsibility to appoint and remove
the Trustee.  The Plan Administrator shall have ultimate responsibility for the
administration of the Plan.  The Committee shall determine an allocation of Plan
assets in consideration of Plan liabilities, establish investment guidelines,
select and evaluate money managers and investment alternatives and review and
approve investment transactions and strategy.  The Committee shall also have
such other duties and responsibilities as are described in the applicable
provisions of this Section 9 together with such other duties and
responsibilities as may be delegated to them by a majority of the Board of
Directors of the Employer or its designated committee or the Plan Administrator
from time to time.  The Trustee shall have the responsibility of the
administration of the Trust and for the custody and management of the assets
held in the Trust Fund to the extent provided in the Trust Agreement and any
contracts or agreements entered into by and between the Trustee and the
Investment Adviser.

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9.10      RELIANCE ON CO-FIDUCIARIES

          Each Fiduciary may rely upon any direction, information or action of
another Fiduciary as being proper under the Plan, and shall not, under normal
circumstances, be required to inquire into the propriety of any such direction,
information or action. Each Fiduciary shall be responsible for the proper
exercise of his own powers, duties, responsibilities and obligations under this
Plan and shall not be responsible for any breach of-fiduciary responsibility by
another Fiduciary ("other Fiduciary") unless he participates knowingly in, or
knowingly undertakes to conceal an act or omission of such other Fiduciary,
knowing such act or omission is a breach; or by his failure to comply with
Section 9 hereof in the administration of his specific responsibilities
hereunder he has enabled such other Fiduciary to commit a breach; or he has
knowledge of a breach by such other Fiduciary and fails to make reasonable
efforts under the circumstances to remedy the breach. No Fiduciary guarantees
the Trust Fund in any manner against investment loss or depreciation in asset
value.

9.11      FIDUCIARY DUTIES

          All Fiduciaries shall discharge their duties solely and exclusively in
the interest of the Participants and Beneficiaries and for the exclusive
purposes of providing benefits to Participants and their Beneficiaries and
defraying the reasonable expenses of administering the Plan and Trust. They
shall discharge their duties with the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent man, acting in a like capacity
and familiar with such matters, would use in the conduct of an enterprise of a
like character and with like aims.

9.12      PROHIBITED TRANSACTIONS TO BE AVOIDED

          The Fiduciaries shall not do any action prohibited under or in
violation of Part 4 of Title I of ERISA or which would subject any person or the
Employer to imposition of a tax under Section 4975 of the Code.

9.13      RECORDS AND REPORTS OF THE PLAN ADMINISTRATOR

          The Plan Administrator shall prepare, or cause to be prepared, and
shall furnish, or cause to be furnished, to Participants and Beneficiaries, and
to the Secretary of Labor or his delegate, and to the Secretary of the Treasury
or his delegate, such plan descriptions, summaries, annual and other reports,
registration statements, notifications and other documents as may be required by
ERISA and the Code and regulations thereunder. The Plan Administrator shall
exercise such authority and responsibility as it deems appropriate in order to
comply with ERISA and the Code and regulations thereunder relating to records of
the Service of all Participants and the percentage of their Accounts which is
nonforfeitable under the Plan.

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9.14      DATA SUPPLIED BY EMPLOYER

          The Employer shall advise the Committee, in writing, of all data which
may be reasonably necessary in order properly to credit the Employer
Contribution Matching Accounts or Compensation Reduction Accounts of
Participants and to determine the proper allocation of respective Employer
contributions; or to determine the eligibility, Compensation, Service, and other
matters required to be determined relating to Employees of the Employer. The
Plan Administrator or Committee shall be fully protected in acting upon any such
data.

9.15      PARTIAL EXCULPATION

          The Committee or the Plan Administrator (as appropriate) shall incur
no personal liability of any nature in connection with any failure to act or in
respect of any act taken in good faith in the management and administration of
the Plan and in carrying out the directions of the Employer, except as may
otherwise be provided by ERISA. The Committee or the Plan Administrator shall be
indemnified and held harmless by the Employer from and against any such personal
liability, including all expenses reasonably incurred in its defense.

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                SECTION 10 - PROVISIONS RELATING TO PARTICIPANTS

10.1      INFORMATION REQUIRED OF PARTICIPANTS

          Each Participant, and, if applicable, each Beneficiary of a deceased
Participant, shall furnish the Committee (or the Plan Administrator) with such
information as the Committee (or the Plan Administrator) shall deem necessary
and desirable for purposes of administering the Plan, and the provisions of the
Plan relating to any payments hereunder to or on account of any Participant,
former or deceased Participant are conditional upon such person's furnishing
promptly such true, full and complete information as the Committee (or the Plan
Administrator) may request.

10.2      CLAIMS PROCEDURE

          (A)  APPLICATIONS FOR BENEFITS NOT REQUIRED: A formal request for a
distribution under the Plan is not required of any Participant or Beneficiary
entitled thereto.

          (B)  CLAIMS FOR BENEFITS NOT RECEIVED: Any claim for benefits not
received shall be made in writing to the Committee (or the Plan Administrator).
The Committee (or the Plan Administrator) shall consider such claim and shall,
within 60 days next following receipt of same either approve it or deny it. If
the Committee (or the Plan Administrator) shall deny such claim, it shall, by
written notice directed to the claimant at the address shown on the claim (or in
the absence thereof, the last known address of the claimant, as shown on the
records of the Employer) inform the claimant of such denial, including in such
written notice, as a minimum, the following:

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

               (2) Reference to the specific provisions of the Plan, on which
          such denial is based;

               (3) A description of any additional material or information
          necessary for the claimant to perfect his claim and a brief
          description of why such additional information is necessary; and

               (4) A brief explanation of the appeals procedure which is
          available to him, which, in essence, is described in paragraph (C)
          below. 

          (C)  APPEALS PROCEDURE FOLLOWING INITIAL DENIAL OF CLAIM: Each
claimant whose claim for a benefit under the Plan has been denied shall have the
right to appeal the decision to the Committee (or the Plan Administrator) in
accordance with the following procedures:

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<PAGE>

               (1) Such appeal must be in writing, over the signature of the
          claimant whose claim was so denied, and filed with the Committee (or
          the Plan Administrator), addressed and delivered, within the 60-day
          period next following the initial denial of same, either by hand or by
          the United States Postal Service, postage fully prepaid.

               (2) The claimant, or his duly authorized representative (such as,
          but not by way of limitation, legal counsel) shall have the right at
          all reasonable times to examine Plan documents related to his claim
          and to submit to the Committee (or the Plan Administrator), issues,
          comments and responses, provided that they shall be in writing and
          delivered to the Committee (or the Plan Administrator) as described in
          subparagraph (1) above.

               (3) The Committee (or the Plan Administrator) shall render its
          decision as promptly as practicable, but not later than 60 days after
          receipt of the claimant's appeal from the initial denial by the
          Committee (or the Plan Administrator).

          (D)  NATURE OF CONTENT OF WRITTEN NOTICES TO CLAIMANTS:
Notwithstanding any provision hereof to the contrary, all written notices to
claimants regarding their claims for benefits under the Plan, shall be expressed
in terms calculated to be understood by the average claimant and shall include
specific reasons for the decision -- whether for or against the claimant -- and
specific references to the pertinent provisions of the Plan on which the
decision was based.

10.3      RIGHTS IN TRUST FUND

          No Participant or other person shall have any interest in, or right
to, any part of the earnings of the Trust Fund, or any rights under the Trust
Fund, or any part of the assets thereof, except as and to the extent expressly
provided in the Plan.

10.4      BENEFITS NOT ASSIGNABLE

          Except as provided in Code Section 401(a)(13), no Account in the Trust
Fund shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge, and any attempt to so anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge the same shall be
null and void; nor shall any such account be liable for, or subject to, the
debts, contracts, liabilities, engagement, or torts of the person entitled to
such Account.

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10.5      CONDITIONS OF EMPLOYMENT NOT AFFECTED BY PLAN

          The establishment and maintenance of the Plan shall not be construed
as conferring any legal rights upon any Employee to the continuation of his
employment by the Employer, nor shall the Plan interfere with the right of the
Employer to discharge any Employee or Participant.

10.6      PAYMENTS PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDER

          Notwithstanding the provisions of Section 10.4, the Plan will
recognize a "qualified domestic relations order" which shall be a judgment,
decree or order (including approval of a property settlement agreement) that
meets the requirements of (A), (B), and (C) below:

          (A)  the order must relate to child support, alimony, property rights
to a spouse, former spouse, child or dependent of a Participant, and must be
issued pursuant to a state domestic relations law;

          (B)  the order must include (i) the name and address of the
Participant and alternate payee, (ii) the amount or percentage of benefits
payable to the alternate payee (or the manner in which the amount or percentage
is to be determined), (iii) the period or number of payments involved, and (iv)
the exact name of the plan to which the order applies; and

          (C)  the order cannot require a type or form of benefit or option not
otherwise offered under the Plan, cannot require the Plan to provide increased
benefits (determined on an actuarial basis), and cannot affect benefits already
the subject of a previous qualified domestic relations order.

A distribution to an alternate payee will be made at the time described in
Section 6.9.

          The Committee shall notify any Participant and alternate payee of the
receipt of any order by the Plan and shall inform such Participant and alternate
payee of the Plan's procedures for determining whether the order meets the
requirements described above in this Section 10.6. Such procedures shall comply
with the requirements set forth in Code Section 414(p) and Section 206(d) of
ERISA, and any written guidelines that may be issued by the Committee, which
shall form part of the Plan, describing the procedures for determining qualified
domestic relation orders.

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SECTION 11 - MERGER OR CONSOLIDATION OF PLAN; TERMINATION; AMENDMENT

11.1      MERGER, TRANSFER OR CONSOLIDATION OF PLAN WITH OTHER PLANS 

          The Plan may be merged or consolidated with or the assets transferred
from or to any other retirement plan or program.  In the event that the Plan
shall be merged or consolidated with, or the assets thereof transferred from or
to, any such retirement plan or program then the benefits standing to the credit
of each Participant, former Participant, Beneficiary or other person entitled to
benefits hereunder at that time which would become payable if the Plan were then
terminated, shall not be diminished as a result of such merger, consolidation or
transfer of assets, and such merger, consolidation or transfer of assets shall
comply in all respects with Section 414(1) of the Code.  

11.2      FUTURE OF THE PLAN: AMENDMENT

          The Employer hopes and expects to continue the Plan indefinitely, but
necessarily reserves the right, at any time, to discontinue its contributions to
the Trust, as herein provided.  While each Employer contemplates carrying out
the provisions of the Plan indefinitely with respect to its Employees, no
Employer shall be under any obligation or liability whatsoever to maintain the
Plan for any minimum or other period of time. The Company does hereby expressly
and specifically reserve the sole and exclusive right at any time by action of
the Committee to amend, modify, or terminate the Plan. The Committee's right of
amendment, modification, or termination as aforesaid shall not require the
assent, concurrence, or any other action by any Employer notwithstanding that
such action by the Company may relate in whole or in part to persons in the
employ of the Employer. However, no such modification or amendment shall permit
any part of the Trust Fund to be used for, or diverted to, purposes other than
for the exclusive benefit of the Participants, their Beneficiaries, or their
estates, and provided further, that no such modification or amendment shall
operate to reduce or eliminate the Account of any Participant or Beneficiary
acquired prior to the effective date of such modification or amendment unless
such Participant or Beneficiary and all such persons shall have consented to
such modification or amendment, in writing.

          If the Plan's vesting schedule is amended, or the Plan is amended in
any way that directly or indirectly affects the computation of the Participant's
nonforfeitable percentage or if the Plan is deemed amended by an automatic
change to or from a top-heavy vesting schedule, each Participant with at least
three (3) years of Service with the Employer may elect, within a reasonable
period after the adoption of the amendment or change, to have the nonforfeitable
percentage computed under the Plan without regard to such amendment or change.
The period during which the election may be made shall commence with the date
the amendment is adopted or deemed to be made and shall end in the latest of:
(1) sixty (60) days after the amendment is adopted, (2) sixty (60) days after
the amendment becomes effective, or (3) sixty (60) days after the Participant is
issued written notice of the

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amendment by the Employer. Furthermore, no amendment to the Plan shall have 
the effect of decreasing a Participant's vested interest determined without 
regard to such amendment as of the later of the date such amendment is 
adopted or the date it becomes effective.

11.3      TERMINATION OF THE PLAN

          The Plan may be terminated in whole or in part at any time by
appropriate action of the Board of Directors of the Company or its designee.
Upon any termination of the Plan in its entirety, or with respect to any
Employer, the Company shall give written notice thereof to the Plan
Administrator, the Trustee, and any Employer involved.

          In the event an Employer terminates its connection with the Plan, or
in the event an Employer is dissolved, liquidated, or shall by appropriate legal
proceedings be adjudged bankrupt or declared insolvent, or in the event judicial
proceedings of any kind result in the involuntary dissolution of an Employer,
the Plan shall be terminated with respect to such Employer. The merger,
consolidation, or reorganization of an Employer, or the sale by it of all or
substantially all of its assets, shall not terminate the Plan if there is
delivery to such Employer by the Employer' successor or by the purchaser of all
or substantially all of the Employer's assets, of a written instrument
requesting that the successor or purchaser be substituted for the Employer and
agreeing to perform all the provisions hereof which such Employer is required to
perform. Upon the receipt of said instrument, with the approval of the Company,
the successor, or the purchaser shall be substituted for such Employer herein,
and such Employer shall be relieved and released from any obligations of any
kind, character, or description herein or in any trust agreement imposed upon
it.

          In the event of any such full or partial termination of the Plan, or
the permanent discontinuance of contributions hereunder, the rights of each
Participant to the credit balance of his individual Accounts then held under the
Plan shall be fully vested and nonforfeitable.  As promptly as practicable after
any such event, the Plan Administrator shall direct distribution of the assets
of the Trust Fund -- after allowance for the expenses of any such termination or
discontinuance -- as then constituted, in the amount required to pay to each
Participant concerned the credit balance, if any, to his Accounts, determined as
of the date of such termination or discontinuance, and shall direct distribution
of the assets of the Trust Fund in the proportion which the credit balances to
all Participants' Accounts bear to each other, without reference to the period
of Service of the Participants.

          Such distribution shall be effected, at the advice and direction of
the Plan Administrator, in respect of all Participants affected, either by (i)
the immediate distribution of the amounts then due and payable to the
Participants -- or, if applicable, to their Beneficiaries -- or (ii) by
retaining their Accounts hereunder and effecting distributions thereof in
accordance with the provisions of Section 6.4.

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                     SECTION 12 - TOP HEAVY PLAN PROVISIONS

12.1      TOP HEAVY PLAN DEFINITIONS

          Definitions relating to Top Heavy Plan provisions are as follows:

          (A)  TOP HEAVY: This Plan shall be considered "Top Heavy" if, as of
the Determination Date, the aggregate of the Accounts of Key Employees under the
Plan exceeds sixty percent (60%) of the aggregate of the Accounts of all
Participants under the Plan, as determined in accordance with Code Section
416(g). Such determination shall be made after aggregating all other plans of
the Employer which are included in the Required Aggregation Group and after
aggregating any other such plan(s) of the Employer which may be included in the
Permissive Aggregation Group, if such permissive aggregation thereby eliminates
the Top Heavy status of any plan within such Permissive Aggregation Group. The
Plan shall be deemed "Super Top Heavy" if, as of the Determination Date, the
Plan would meet the test specified above for being a Top Heavy plan if ninety
percent (90%) were substituted for sixty percent (60%) in each place it appears
in this subsection (A).

          Any rollover contribution by a Participant shall not be taken into
account in determining whether the Plan is Top Heavy (or whether any aggregation
group which includes the Plan is a Top Heavy group).

          If any Participant is a Non-Key Employee with respect to the Plan for
any Plan Year, but such Participant was a Key Employee with respect to the Plan
for any prior Plan Year, any Account balance of such Participant shall not be
taken into account for purposes of determining whether the Plan is Top Heavy.

          Notwithstanding the above, if an individual has not performed services
for the Employer at any time during the 5-year period ending on the
Determination Date, any Account balance of such individual shall not be taken
into account in determining whether the Plan is Top Heavy.

          (B)  DETERMINATION DATE: For purposes of determining whether the Plan
is Top Heavy for a particular Plan Year, the "Determination Date" shall be the
last day of the Plan Year.

          (C)  TOP HEAVY VALUATION DATE: For purposes of determining the value
of the Plan Accounts under this Section 12, the "Top Heavy Valuation Date",
shall be the same date as the Determination Date.

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          (D)  KEY EMPLOYEE: A "Key Employee" is any Employee (including a
Beneficiary of such Employee) who at any time during the Plan Year or any of the
four (4) preceding Plan Years is one of the following:

               (1) An officer of the Employer or an Affiliated Employer (but in
          no event shall more than fifty (50) Employees, or if less, the greater
          of three (3) or ten percent (10%) of all Employees be taken into
          account under this paragraph (1) as Key Employees). Notwithstanding,
          an officer of the Employer will not be considered a "Key Employee"
          under this subsection unless he earned more than one-half (1/2) times
          an amount equal to the dollar limit under Code Section 415(b)(1)(A)
          adjusted each Plan Year to take into account any applicable cost-of-
          living adjustment provided for that year pursuant to regulations
          promulgated by the Secretary of the Treasury or his delegate under
          Section 415(d) of the Code:

               (2)  One of the ten (10) Employees owning (or considered as
          owning within the meaning of Code Section 318) both a 1/2% interest
          and the largest interests of the Employer if such Employee's annual
          Compensation is in excess of the dollar limit (adjusted for cost-of-
          living) as set forth in paragraph (D)(1) hereof;

               (3)  A person owning (or considered as owning within the meaning
          of Code Section 318) more than five percent (5%) of the total combined
          voting power of the Employer; or 

               (4)  A person who has an annual Compensation from the Employer of
          more than one hundred fifty thousand dollars ($150,000) and would be
          described in paragraph (3) hereof if one percent (1%) were substituted
          for five percent (5%).  Notwithstanding, for purposes of applying Code
          Section 318 to the provisions of this subsection (D), subparagraph (C)
          of Code Section 318(a)(2) shall be applied by substituting five
          percent (5%) for fifty percent (50%).  In addition, the rules of
          subsections (b), (d) and (m) of Code Section 414 shall not apply for
          purposes of determining ownership in the Employer under this
          subsection (D).

          (E)  NON-KEY EMPLOYEE: A "Non-Key Employee" is any Employee (including
a Beneficiary of such Employee) who is not a Key Employee.

          (F)  REQUIRED AGGREGATION GROUP: For purposes of determining whether
the Plan is Top Heavy for a particular Plan Year, the "Required Aggregation
Group" shall include (1) each qualified plan of the Employer in which at least
one Key Employee participates or participated at any time during the
determination period (regardless of whether the plan has terminated) and (2) any
other qualified plan of the Employer which enables a plan described in (1)
above, to meet the requirements of Sections 401(a)(4) or 410 of the Code.

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          (G)  PERMISSIVE AGGREGATION GROUP: For purposes of determining whether
the Plan is Top Heavy for a particular Plan Year, the "Permissive Aggregation
Group" shall include the Required Aggregation Group of plans plus any other
plans of the Employer which when considered as a group with the Required
Aggregation Group, would continue to satisfy the requirements of Sections
401(a)(4) and 410 of the Code.

12.2      MINIMUM CONTRIBUTION REQUIREMENT

          The minimum contribution allocation for such Plan Year for each
Participant who is a Non-Key Employee shall be in an amount equal to at least
three percent (3%) of such Participant's Compensation for such Plan Year. Such
Non-Key Employee shall receive a minimum contribution allocation regardless of
whether he completed 1,000 Hours of Service within such Plan Year.

          Notwithstanding the foregoing minimum contribution requirement as
outlined above, such contribution shall be reduced in the following
circumstances:

               (A)  The percentage minimum contribution required hereunder shall
          in no event exceed the percentage contribution made for the Key
          Employee for whom such percentage is the highest for the Plan Year
          after taking into account contributions or benefits under other
          qualified plans in this Plan's Required Aggregation Group; and

               (B)  No minimum contribution will be required (or the minimum
          contribution will be reduced, as the case may be) for a Participant
          under this Plan for any Plan Year if the Employer maintains another
          qualified plan under which a minimum benefit or contribution is being
          accrued or made for such year in whole or in part for the Participant
          in accordance with Code Section 416(c).

12.3      ADJUSTMENT TO OVERALL IRC SECTION 415 LIMITATIONS

          If, during any Limitation Year, the Plan is Top Heavy, the Plan
Administrator shall apply the limitations of Section 4.8 to the Participant by
substituting 1.0 for 1.25 each place it appears in the fractions described in
that Section. This Section 12.3 shall apply only if:

          (1) The Plan could satisfy Section 12.2 if four percent (4%) were
substituted for three percent (3%); and

          2) The Plan is not Super Top Heavy.

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<PAGE>

          IN WITNESS WHEREOF, United Wisconsin Services, Inc., and Blue Cross & 
Blue Shield United of Wisconsin, by their duly authorized officers, have caused 
these presents to be signed on this _____ day of ______________________, 1997.



                              UNITED WISCONSIN SERVICES, INC.


                              --------------------------------------------


                              BLUE CROSS & BLUE SHIELD UNITED OF WISCONSIN


                              --------------------------------------------


CORPORATE SEAL
ATTEST:

-----------------------------------------
Secretary

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