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                                 EXHIBIT 10.3





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                           UNITED WISCONSIN SERVICES, INC.
                         1992 STOCK APPRECIATION RIGHTS PLAN
                                (Adopted July 1, 1998)


1.   PURPOSE.  The purpose of the United Wisconsin Services, Inc. 1992 Stock
     Appreciation Rights Plan (the "Plan") is to attract and retain outstanding
     individuals as officers and key employees of United Wisconsin Services,
     Inc. (the "Corporation") (until the Effective Date, known as Newco/UWS,
     Inc.) and its subsidiaries, and to furnish incentives to such individuals
     through rewards upon the performance of the common stock of the
     Corporation.  To this end, the Management Review Committee of the
     Corporation, or such other committee as determined by the Board of
     Directors (the "Committee") may grant stock appreciation rights ("SARs") to
     officers and other key employees of the Corporation and its subsidiaries,
     on the terms and subject to the conditions set forth in this Plan.

     This Plan is being created in connection with the distribution (the
     "Distribution"), by the corporation formerly known as United Wisconsin
     Services, Inc., of shares in connection with the spin-off of the managed
     care and specialty products business to the Corporation and the assumption
     by the Corporation of the United Wisconsin Services, Inc. name.  In
     connection with the Distribution, SARs will be issued under the Plan in
     substitution for SARs issued under the 1992 Stock Appreciation Rights Plan
     maintained by the corporation formerly known as United Wisconsin Services,
     Inc., (the "Prior Plan") effective as of the date of the Distribution (the
     "Distribution Date").

2.   PARTICIPANTS.  Participants in the Plan shall consist of such officers and
     employees of the Corporation and its subsidiaries as the Committee in its
     sole discretion may select from time to time to receive stock appreciation
     rights.  In determining the officers and employees to whom stock
     appreciation rights will be granted, the Committee shall take into account
     the duties of the respective officers and employees, their past, present
     and potential contributions to the success of the Corporation, their level
     of responsibility for the growth, development and financial success of the
     Corporation, and such other factors as the Committee deems relevant in
     connection with accomplishing the purposes of the Plan.

3.   ADMINISTRATION OF THE PLAN.  The Plan shall be administered by the
     Committee.  The Committee shall consist of not less than two members of the
     Board of Directors.  All members of the Committee shall be "Non-Employee
     Directors". Non-Employee Director, as defined in rule 16b-3 promulgated by
     the Securities and Exchange Commission ("SEC") under the Exchange Act,
     means a director who (i) is not currently an officer or otherwise employed
     by the Company or any Affiliate, (ii) does not receive compensation for
     consulting services or in any

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     other capacity from the Company in excess of $60,000 in an one year, 
     (iii) does not possess an interest in and is not engaged in business 
     relationships required to be reported under Items 404(a) or 404(b) of 
     Regulation S-K promulgated under the Exchange Act and (iv) is an Outside 
     Director as defined in Treas. Reg. 1.162-27.  Subject to the provisions 
     of the Plan, the Committee shall have sole discretion and authority (i) 
     to determine which officers and employees of the Corporation and its 
     subsidiaries shall be eligible for participation in the Plan; (ii) to 
     select officers and employees to receive grants under the Plan; (iii) to 
     determine the number of stock appreciation rights subject to the grant, 
     the conditions of exercise, the fair market value of the common stock of 
     the Corporation for purposes of the Plan, and all other terms and 
     conditions of any grant; and (iv) to prescribe the form of agreement, 
     certificate or other instrument evidencing the grant.  The Committee 
     shall also have authority to interpret the Plan and to establish, amend 
     and rescind rules and regulations for the administration of the Plan, 
     and all such interpretations, rules and regulations shall be conclusive 
     and binding on all persons, provided, however, that the Committee shall 
     not exercise such authority in a manner adversely and significantly 
     affecting stock appreciation rights previously granted unless the action 
     taken is required to comply with any applicable law or regulation.

4.   EFFECTIVE DATE AND TERM OF PLAN.  The Plan shall be effective as of the
     Distribution Date.  The Plan shall terminate only by action of the Board of
     Directors.  No further grants may be made under the Plan after its
     termination, but the termination of the Plan shall not adversely and
     significantly affect the rights of any participant under, or the authority
     of the Committee with respect to, any grants made prior to termination
     unless the action taken is required to comply with any applicable law or
     regulations.

5.   NUMBER OF STOCK APPRECIATION RIGHTS SUBJECT TO THE PLAN.  Subject to
     adjustment as provided in paragraph 7 hereof, the aggregate number of stock
     appreciation rights which may be granted under the Plan shall not exceed
     150,000, multiplied by a fraction (the "Adjustment Factor") the numerator
     of which is the Market Price of the common stock of the corporation
     formerly known as United Wisconsin Services, Inc. on the Distribution Date
     and the denominator of which is the Market Price of Corporation common
     stock on the day after the Distribution Date.  The "Market Price" of a
     security is defined to be the closing sales price of such security as
     reported on the NYSE Composite Tape.  Each stock appreciation right
     evidences the right upon exercise to receive payment from the Corporation
     of the amount set forth in Section 6(d) hereof.  Whenever stock
     appreciation rights granted under the Plan can no longer under any
     circumstances be exercised, these

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     stock appreciation rights shall be available for additional grants under 
     the Plan.  Stock appreciation rights which are exercised shall thereafter
     be canceled and retired.

6.   STOCK APPRECIATION RIGHTS.

     (a)  Grants.  Stock appreciation rights entitling the grantee to
          receive cash equal to the sum of (i) the appreciation in
          value and (ii) the value of dividends paid on a stated
          number of shares of common stock of the Corporation between
          the date of grant and the date of exercise may be granted
          without consideration from time to time to such officers and
          employees of the Corporation and its subsidiaries as may be
          selected by the Committee.

     (b)  Terms of Grant and Exercise:  General.  The grantee's rights
          with respect to stock appreciation rights granted shall vest
          three years after the date of grant as to 50% of the stock
          appreciation rights; the remaining 50% of the stock
          appreciation rights granted shall vest six years after the
          date of grant.  Notwithstanding the above, the Committee has
          the sole discretion to alter the time in which previously
          granted SARs vest in the event a grantee becomes disabled,
          retires or dies; provided, however, that no previously
          granted SARs vest prior to six months from the date of
          grant.  Stock appreciation rights are exercisable in whole
          or in part provided all of the following conditions are met
          at the time of exercise: (i) the stock appreciation rights
          to be exercised are vested; (ii) the stock appreciation
          rights are exercised only during the period beginning on the
          third business day following the date of release of the
          Corporation's quarterly or annual summary statements of
          revenues and earnings and ending on the thirtieth day
          following such date (the "Exercise Date"); (iii) the stock
          appreciation rights are exercised prior to the expiration of
          twelve years from the date of grant; and (iv) the grantee is
          employed by the Corporation or any present or future parent
          or subsidiary of the Corporation at the time of exercise. 
          Stock appreciation rights not exercised on or before the
          close of business twelve years from the date of grant shall
          automatically expire and the stock

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          appreciation rights shall become void.  The Committee may at the 
          time of grant or at any time thereafter impose such additional 
          terms and conditions on the exercise of stock appreciation rights 
          as it deems necessary or desirable for compliance with Section 16.  
          SARs may be granted under this Plan in substitution for SARs issued 
          under the Prior Plan.  For purposes of this Plan, the date of grant 
          shall mean, with respect to such substituted SARs, the date such 
          SARs were originally granted under the Prior Plan.  The number of 
          substituted SARs issued under this Plan to any Participant shall be 
          determined by multiplying the number of outstanding SARs on the 
          Distribution Date by the Adjustment Factor. The grant price of such 
          substituted SARs shall be determined by dividing the grant price on 
          the Distribution Date by the Adjustment Factor.

     (c)  Terms of Grant and Exercise:  Termination of Employment or
          Death.  If a grantee ceases to be employed by the
          Corporation or any of its subsidiaries for any reason other
          than death, any stock appreciation right held by such
          grantee may be exercised only on the Exercise Date
          immediately following the date of such cessation of
          employment, but only with respect to that number of stock
          appreciation rights which were exercisable immediately prior
          to the date of cessation of employment.

          If a grantee ceases to be employed by the Corporation or any
          of its subsidiaries by reason of death, or dies after
          termination of his employment by the Corporation or any of
          its subsidiaries but prior to the Exercise Date immediately
          following thereto, any stock appreciation right held by such
          grantee which was exercisable by the grantee immediately
          prior to his or her death, may be exercised by the grantee's
          personal representative or executor of his or her estate on
          an Exercise Date so long as such Exercise Date is during the
          period ending on the earlier of the first anniversary of the
          date of such grantee's death or the date of expiration of
          such stock appreciation rights.

          The Committee has the sole discretion to alter the time in
          which previously granted SARs vest

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          in the event a grantee becomes disabled, retires or dies; provided, 
          however, that no previously granted SARs vest prior to six months 
          from the date of grant.

     (d)  Payment on Exercise.  Upon exercise of a stock appreciation
          right, the grantee shall be paid within five business days
          an amount in cash equal to the sum of (i) the amount by
          which the fair market value of one share of the
          Corporation's common stock on the date of exercise exceeds
          the date of grant value thereof multiplied by the number of
          stock appreciation rights being exercised and (ii) the value
          of the cash dividends associated therewith.  The value of
          the cash dividends associated with exercised stock
          appreciation rights shall be equal to the actual cash
          dividend paid on a share of common stock between the date of
          grant and the date of exercise, plus annual interest earned
          on the dividend paid between the date the cash dividend is
          paid and the date of exercise, multiplied by the number of
          stock appreciation rights being exercised.  Annual interest
          shall be reset annually and shall be at the rate of the one
          year Treasury Bill as of September 30th of the prior year
          plus 150 basis points; provided, however, the annual
          interest rate shall in no event be less than 7.00% or
          greater than 10.00% per annum.

          For purposes of this paragraph, the fair market value of a
          share of common stock of the Corporation shall be determined
          using the first of the following rules which apply:

          (A)  During such time as the Corporation's common stock
               is traded on the New York Stock Exchange (the
               "Exchange"), the closing price of the
               Corporation's common stock on the Exchange; or

          (B)  If the Corporation's common stock is not then
               traded on the Exchange, the mean between the
               published bid and asked prices of the common stock
               of the Corporation if the common stock of the
               Corporation was then traded on a bona fide 
               over-the-counter market; or

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          (C)  If the common stock of the Corporation was not
               traded on the Exchange or on a bona fide 
               over-the-counter market, a value determined by an 
               appraiser selected by the Committee.

          In the event that the date of exercise of a stock
          appreciation right is a date for which there were no sales
          of the Corporation's common stork if the stock is traded on
          the Exchange, such fair market value shall be determined by
          taking an average of the closing prices on the nearest day
          before and the nearest day after the exercise date.  In the
          event that the date of exercise of a stock appreciation
          right is a date for which there is no published bid and
          asked prices if the stock is traded on the over-the-counter
          market, such fair market value shall be determined by
          referring to the next preceding business day on which
          trading occurs or on which published prices are available.

     (e)  Additional Terms and Conditions.  The agreement or
          instrument evidencing the grant of stock appreciation rights
          may contain such other terms, provisions and conditions not
          inconsistent with the Plan as may be determined by the
          Committee in its sole discretion.

7.   ADJUSTMENTS FOR CHANGES IN CAPITALIZATION, ETC.  The terms and conditions
     of stock appreciation rights shall be subject to adjustment by the
     Committee in its sole discretion as to the number, kind and date of grant
     value in the event of changes in the outstanding common stock of the
     Corporation by reason of stock dividends, stock splits, recapitalization,
     reorganizations, mergers, consolidations, combinations, exchanges or other
     relevant changes in corporate structure or capitalization occurring after
     the date of the grant of any stock appreciation right, provided that if the
     Corporation shall change its common stock into a greater or lesser number
     of shares through a stock dividend, stock split up, or combination of
     shares, outstanding rights shall be adjusted proportionately, consistent
     with existing law and regulation, to prevent inequitable results.

8.   EFFECT OF LIQUIDATION, MERGER, CONSOLIDATION OR OTHER EVENTS.  Nothing
     contained in the Plan or in the terms of any stock appreciation rights
     granted under the Plan shall in any way prohibit the Corporation from
     merging with or consolidating

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     into another corporation, or from selling or transferring all or 
     substantially all of its assets, or from distributing all of its assets 
     to its shareholders in liquidation, or from dissolving and terminating 
     its corporate existence; and in any such event, all outstanding stock 
     appreciation rights granted under the Plan which have vested shall be 
     deemed to have been exercised at the time of any such merger, 
     consolidation, sale or transfer of assets, liquidation, or dissolution, 
     except to the extent that any agreement or undertaking of any party to 
     such merger, consolidation, or sale or transfer of assets, or any plan 
     pursuant to which such liquidation or dissolution is effected, shall 
     make specific provision to continue such stock appreciation rights and 
     the rights of such person or persons entitled to exercise such stock 
     appreciation rights.

9.   AMENDMENT AND TERMINATION OF PLAN.  The Plan may be amended or terminated
     by the Board of Directors of the Corporation in any respect; provided,
     however, the Board shall not exercise such authority in a manner adversely
     and significantly affecting stock appreciation rights previously granted
     unless the action taken is required to comply with any applicable law or
     regulation.

10.  MISCELLANEOUS.

     (a)  No Right to a Grant.  Neither the adoption of the Plan nor
          any action of the Board of Directors or of the Committee
          shall be deemed to give any officer or employee any right to
          be selected as a participant or to be granted a stock
          appreciation right.

     (b)  No Rights as Shareholder.  No officer or employee shall have
          any rights of any kind as a shareholder of the Corporation
          with respect to stock appreciation rights.

     (c)  Employment.  Nothing contained in this Plan shall be deemed
          to confer upon any officer or employee any right of
          continued employment with the Corporation or any of its
          subsidiaries or to limit or diminish in any way the right of
          the Corporation or any such subsidiary to terminate his or
          her employment at any time with or without cause.

     (d)  Taxes.  The Corporation shall be entitled to deduct from any
          payment under the Plan the amount of any tax required by law
          to be withheld with respect to such payment or may require
          any participant to pay such amount to

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          the Corporation prior to and as a condition of making
          such payment.

     (e)  Nontransferability.  No stock appreciation right shall be
          transferable except by will or the laws of descent and
          distribution.  During the grantee's lifetime, stock
          appreciation rights shall be exercisable only by such
          grantee.

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