EMPLOYMENT AGREEMENT


     This Employment  Agreement (this  "AGREEMENT") is executed and effective as
of this 28TH day of SEPTEMBER , 2000 ("EFFECTIVE  DATE") by and between American
Medical Security Group, Inc., a Wisconsin corporation (the "COMPANY") and Samuel
V. Miller, an individual ("EMPLOYEE").

                                    RECITALS

     The Company, formerly known as United Wisconsin Services, Inc., a Wisconsin
corporation   ("AMSG")  and  Employee   were  parties  to  an   employment   and
non-competition agreement dated as of October 30, 1995 (the "OLD AGREEMENT").

     Since the date of the Old  Agreement,  AMSG  acquired the American  Medical
Security Group, Inc., a Delaware corporation by merger (the "AMSG MERGER"),  and
transferred a substantial portion of the assets of that Delaware  corporation to
American Medical Security Holdings, Inc. ("AMSH").

     The Old Agreement  was  superseded  by a subsequent  agreement  dated as of
April 7, 1998 among AMSG, AMSH, and Employee (the "PRIOR AGREEMENT").

     After the date the Prior  Agreement  was executed,  AMSG  established a new
subsidiary  ("NEWCO") and transferred  its managed care business to Newco.  AMSG
was  renamed  "American  Medical  Security  Group,  Inc." and Newco was  renamed
"United  Wisconsin  Services,  Inc." and the stock of Newco was  distributed  to
shareholders of AMSG.

     Amendment Number One to the Prior Agreement,  effective  September 25, 1998
("AMENDMENT NUMBER One"), made AMSG a party to the Prior Agreement in connection
with  Employee's  options to purchase  stock of AMSG,  and further  made Newco a
party to the Agreement in connection with  Employee's  options to purchase stock
of Newco.

     The parties  desire to supersede the Prior  Agreement and Amendment  Number
One as hereinafter set forth.

     The  Company  desires  to  employ  Employee  on the  terms  and  conditions
hereinafter set forth.

                  NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

                                   ARTICLE I

                                   EMPLOYMENT

          1.1 TERM OF  EMPLOYMENT.  The  Company  agrees to  continue  to employ
     Employee,  and Employee accepts  employment by the Company,  for the period
     commencing  as of the  Effective  Date  of this  Agreement  and  ending  on
     December 31, 2003, subject to earlier  termination as hereinafter set forth
     in Article III (the "EMPLOYMENT  TERM").  Commencing  January 1, 2004, this
     Agreement shall be  automatically  renewed for successive  one-year periods
     (collectively, the "RENEWAL TERMS"; individually, a "RENEWAL TERM") unless,
     at  least  thirty  (30)  calendar  days  prior  to  the  expiration  of the
     Employment  Term or the then current  Renewal  Term,  either the Company or
     Employee  provides  the other  with a written  notice of  intention  not to
     renew,  in which case this Agreement  shall  terminate as of the end of the
     Employment  Term or said Renewal Term, as applicable.  If this Agreement is
     renewed,  the terms of this Agreement during such Renewal Term shall be the
     same as the terms in effect immediately prior to such Renewal Term, subject
     to any such changes or  modifications as mutually may be agreed amongst the
     parties as evidenced in a written instrument signed by the parties.

          1.2 POSITIONS AND DUTIES. Employee shall be employed by the Company in
     the  position of Chairman  and Chief  Executive  Officer of the Company and
     shall be subject  to the  authority  of, and shall  report to, the Board of
     Directors  of the Company.  Employee's  duties and  responsibilities  shall
     include all those  customarily  attendant  to the  position of Chairman and
     Chief Executive  Officer.  While Employee  currently serves as President of
     the Company,  the Board of Directors  reserves the right to remove Employee
     as  President  and  elect or  appoint  another  person to the  position  of
     President of the Company who, in such a case, would report to Employee.

          1.3 ENTIRE  BUSINESS  TIME.  Employee shall devote  Employee's  entire
     business time, attention and energies exclusively to the business interests
     of the Company.

                                   ARTICLE II

                         COMPENSATION AND OTHER BENEFITS

          2.1 BASE SALARY.  Effective January 1, 2001, Base Salary shall mean an
     annual salary of $700,000 paid by the Company to Employee, prorated for any
     portion of a full year that Employee is employed.  From the Effective  Date
     through  December  31,  2000,  Base Salary  shall mean an annual  salary of
     $500,000  paid by the Company to  Employee,  prorated  for any portion of a
     full year that  Employee  is  employed.  Base  Salary  shall be  payable in
     accordance with the normal payroll practices of the Company.

          2.2 PERFORMANCE BONUS.

               (a)  PERFORMANCE  BONUS  EFFECTIVE  JANUARY  1,  2001.  Effective
          January  1,  2001,  the  Company  shall  pay  to  Employee  an  annual
          performance  bonus  ("PERFORMANCE  BONUS")  ranging from zero (0) to a
          target bonus equal to sixty percent (60%) of Employee's Base Salary to
          a maximum of one hundred thirty-two percent (132%) of his Base Salary.
          Employee's  receipt of a Performance Bonus shall be dependent upon the
          degree of  achievement of target  performance  goals and his remaining
          employed by the Company through the last day of the applicable  fiscal
          year.  Target  performance  goals shall be  determined by the Board of
          Directors  of the Company or a  designated  committee  thereof and the
          amount of any Performance  Bonus shall be based sixty percent (60%) on
          the  Company's   performance  criteria  and  forty  percent  (40%)  on
          Employee's individual  performance criteria. If Employee achieves both
          his target Company and individual  performance  goals as determined by
          the  Board of  Directors  of the  Company  or a  designated  committee
          thereof  on an annual  basis,  his  Performance  Bonus  shall be sixty
          percent  (60%)  of  his  Base  Salary.  Minimum,  target  and  maximum
          performance  goals  shall  be  determined  and  set  by the  Board  of
          Directors  of the Company or a designated  committee  thereof no later
          than ninety (90) calendar  days after the first day of the  applicable
          performance  year on which the Company budget for such fiscal year has
          been  delivered  to and  approved  by the  Board of  Directors  of the
          Company or a designated committee thereof.  Payment of the Performance
          Bonus  shall  be at a time  and in a  manner  in  accordance  with the
          Company's  policies then in effect.  Notwithstanding  any provision in
          this Section 2.2(a),  if any portion of the Performance  Bonus paid in
          the  ordinary  course would not be  deductible  as a result of Section
          162(m) of the Internal  Revenue Code of 1986, as amended (the "CODE"),
          then such  non-deductible  portion shall be deferred.  Any Performance
          Bonus deferred shall be deferred until Employee ceases to be a covered
          employee under Section  162(m) of the Code. Any amount  deferred shall
          be held in a rabbi trust and shall be credited with interest at a rate
          equal to the  Marshall  Money  Market  Fund of M&I Trust &  Investment
          Management (the "INTEREST RATE").

               (b)  PERFORMANCE  BONUS PRIOR TO JANUARY 1, 2001.  For the fiscal
          year ending  December  31, 2000,  the Company  shall pay to Employee a
          Performance  Bonus of not less than $500,000 or such greater amount as
          shall be determined  by the Company  under then  existing  performance
          bonus policies in an amount not more than  $1,000,000.  If any portion
          of the  Performance  Bonus paid in the  ordinary  course  would not be
          deductible  as a result  of  Section  162(m)  of the  Code,  then such
          non-deductible  portion  shall  be  deferred.  Any  Performance  Bonus
          deferred  shall be  deferred  until  Employee  ceases  to be a covered
          employee  under  Section  162(m) of the Code.  Any  Performance  Bonus
          deferred by the Company for Employee prior to the Effective Date shall
          continue  to earn  interest  at the rate of 60% of the  prime  rate as
          reported  in the WALL STREET  JOURNAL  through  December  31, 2000 and
          shall,  effective  January 1, 2001,  be credited  with interest at the
          Interest Rate.

          2.3 CONTINUED  DEFERRAL OF TRANSACTION  BONUS.  In connection with the
     AMSG  Merger  Employee  earned a bonus of $1.0  million  (the  "TRANSACTION
     BONUS") which has been deferred and credited with interest. The Transaction
     Bonus  shall  continue to be  deferred  and shall  continue to be held in a
     rabbi  trust.  From the  Effective  Date through  December  31,  2000,  the
     Transaction  Bonus held in the rabbi  trust  shall  continue to be credited
     with  interest  at the rate of sixty  percent  (60%) of the  prime  rate as
     reported  in the WALL  STREET  JOURNAL.  Effective  January  1,  2001,  the
     Transaction  Bonus which  continues  to be held in the rabbi trust shall be
     credited with interest at the Interest Rate.

          2.4 STOCK  OPTIONS  AND  DEFERRED  STOCK.  Employee  has been  granted
     options to purchase common stock of the Company ("COMPANY COMMON STOCK") as
     set forth below. Additionally, Employee has been granted shares of deferred
     stock as set forth below. Such options and deferred stock shall continue in
     full  force  and  effect  in  accordance   with  their  terms  and  related
     agreements.  Any prior grants of options in common stock of Newco (the "UWS
     COMMON  STOCK") shall not be modified in any manner by this  Agreement and,
     further,  shall be continued to be governed in accordance with the terms of
     the UWS Common Stock option plans or arrangements,  and related  agreements
     currently in effect.

               (a)  Effective  September  28,  1998,  the  grant of an option on
          December 6, 1995 to Employee  to  purchase  198,019  shares of Company
          Common  Stock  was  amended  to adjust  the  grant  price per share to
          $15.76.

               (b)  Effective  September  28,  1998,  the  grant of an option on
          December  3, 1996 to  Employee  was  amended  to adjust  the number of
          shares of Company Common Stock Employee may purchase to 427,205 shares
          and  further  to adjust the grant  price per share to $11.71.  No such
          option  shall be  exercised  to the extent  that the gain  realized by
          Employee would be nondeductible pursuant to Section 162(m) of the Code
          unless (i) exercise of the option  occurs after a Change of Control as
          defined  in  Section  4.2 or  (ii)  the  option  would  expire  if not
          exercised. In consideration of Employee's agreement to the restriction
          set  forth  in  the  preceding  sentence,  such  option  shall  not be
          forfeited in the event of a termination  of employment  for "Cause" as
          defined in Section 2(f) of the United Wisconsin Services,  Inc. Equity
          Incentive Plan amended as of August 15, 1996,  unless the  termination
          of  employment  is also for  "Cause" as  defined in Section  3.1(b) or
          Section 4.7(a) of this Agreement, as applicable.

               (c)  Effective  September  28,  1998,  the  grant of an option on
          December  17,  1996 to  Employee  was  amended to adjust the number of
          shares of Company Common Stock Employee may purchase to 245,838 shares
          and further to adjust the grant price per share to $16.27.

               (d) On  September  28,  1998,  Employee  was granted an option to
          purchase  100,000  shares of Company  Common Stock at a grant price of
          $10.25 per share.

               (e) On  November  17,  1998,  Employee  was  granted an option to
          purchase  101,113  shares of Company  Common Stock at a grant price of
          $12.25 per share.

               (f) On  November  17,  1999,  Employee  was  granted an option to
          purchase  148,000  shares of Company  Common Stock at a grant price of
          $5.8125 per share.

               (g) Effective  November 17, 1998, the Company granted to Employee
          deferred stock in the amount of 73,506 shares of Company Common Stock.

     Employee shall participate in future grants of options, deferred stock, and
     other equity  incentive  awards as  determined by the Board of Directors of
     the Company or its delegate.

          2.5 BENEFIT PLANS. Employee will be eligible to participate in each of
     the  Company's  retirement,  benefit  and health  plans that are  generally
     applicable to comparable  executive employees of the Company, in accordance
     with the terms and  conditions  thereof.  The  Company  agrees to waive any
     waiting periods applicable to any health, disability or insurance plans, to
     the extent it may legally do so.

          2.6 EXPENSES.  The Company shall reimburse Employee for all reasonable
     expenses incurred in the course of the performance of Employee's duties and
     responsibilities with the Company pursuant to this Agreement and consistent
     with the  Company's  policies  with  respect to travel,  entertainment  and
     miscellaneous  expenses, and the requirements with respect to the reporting
     of such expenses.  Such  reimbursement also shall include expenses incurred
     with having Employee's  spouse travel with Employee and attend  appropriate
     business-related  functions and meetings up to four times per calendar year
     and reasonable  attorneys' fees incurred in connection with negotiation and
     execution of this Agreement.

          2.7 ANNUAL PHYSICAL EXAMINATION.  Employee shall be reimbursed for the
     cost of an annual physical examination.

          2.8  AUTOMOBILE   ALLOWANCE.   Employee  shall  be  provided  with  an
     automobile  and insurance  and shall be reimbursed  for normal and ordinary
     costs and expenses in maintaining  such  automobile in connection  with the
     performance of his duties.

          2.9 VACATION. Employee shall be entitled to a maximum of four weeks of
     vacation in any calendar  year in accordance  with the  Company's  vacation
     policies.  Holidays and  attendance at seminars and  professional  meetings
     shall not be applied against vacation time.

          2.10 CLUB  MEMBERSHIPS.  Employee  shall be reimbursed  for initiation
     fees and reasonable dues and assessments in connection with membership in a
     business club and/or a country club chosen by Employee.

          2.11 TAX MATTERS.  Employee acknowledges and agrees that reimbursement
     of some  or all of the  expenses  referred  to in  this  Article  II may be
     considered  or  treated  as  income  to  Employee,  and  Employee  shall be
     responsible for any applicable taxes thereon.

                                  ARTICLE III

                                   TERMINATION

          3.1 RIGHT TO TERMINATE; AUTOMATIC TERMINATION.

               (a) TERMINATION  WITHOUT CAUSE OR FOR GOOD REASON ABSENT A CHANGE
          OF  CONTROL.  Subject  to  Section  3.2,  the  Company  may  terminate
          Employee's employment, and all of the Company's obligations under this
          Agreement  at any time and for any reason,  provided  that in no event
          shall a termination  for Cause under  Section  3.1(b) be regarded as a
          termination under this Section 3.1(a), and further provided that in no
          event shall a termination for death or Disability under Section 3.1(c)
          be regarded as a  termination  under this  Section  3.1(a).  Except as
          otherwise provided in this Section 3.1(a) in the case of a termination
          for "Good Reason" as defined in this Section 3.1(a), in no event shall
          a  termination  by Employee be  regarded as a  termination  under this
          Section  3.1(a).  For  purposes of this  Agreement  absent a Change of
          Control  as  provided  in  Article IV below,  Good  Reason  shall mean
          Employee's resignation from the Company's employment on account of any
          material breach of this Agreement by the Company, including:

                    (i) the failure of the Board of  Directors of the Company to
               reelect or reappoint  Employee to the positions  with the Company
               specified  in the first  sentence  of  Section  1.2  hereof,  and
               Employee then elects to leave the Company's employment within six
               (6)  months  after  such  failure  to  so  reelect  or  reappoint
               Employee;

                    (ii) a material  modification  by the Board of  Directors of
               the  Company of the duties,  functions  and  responsibilities  of
               Employee  without his consent,  except as specifically  permitted
               under Section 1.2 hereof;

                    (iii) the  failure  of the  Company  to permit  Employee  to
               exercise  such   responsibilities  as  are  consistent  with  his
               position and of such a nature as are usually associated with such
               offices  of a  corporation  engaged  in  substantially  the  same
               business as the Company,  except as specifically  permitted under
               Section 1.2 hereof;

                    (iv) the Company causes  Employee to relocate his employment
               more than fifty (50) miles from Green Bay, Wisconsin, without the
               consent of Employee;

                    (v) the  Company's  failure  to make a  payment  when due to
               Employee; or

                    (vi) the Company's reduction of Employee's Base Salary below
               Employee's Base Salary under Section 2.1 hereof, or the Company's
               reduction of the amount of Performance Bonus payable with respect
               to minimum,  target,  or maximum (as  applicable)  achievement of
               performance goals;

          PROVIDED  however,  that no act or omission  described in clauses (i),
          (ii),  (iii),  (iv),  (v),  or  (vi)  of  this  Section  3.1(a)  shall
          constitute  Good Reason  unless  Employee  gives the  Company  written
          notice of such act or omission as soon as  practicable  after Employee
          first  learns of such act or omission  and the  Company  fails to cure
          such act or omission within thirty (30) calendar days after receipt of
          such notice.

               (b)  TERMINATION  FOR CAUSE.  Subject to Section 3.2, the Company
          may terminate  Employee's  employment at any time for "CAUSE." For all
          purposes of this Agreement,  except for Article IV, "Cause" shall mean
          any one or more of the following:

                    (i) Gross negligence in the performance of duties,

                    (ii) Willful misconduct in the performance of duties,

                    (iii)  Violation of law in the  performance  of duties where
               Employee  is aware  that he is  violating  the law at the time of
               said conduct and such violation of law jeopardizes the operations
               of the Company,

                    (iv) Dishonesty,  fraud, deliberate misrepresentation to the
               officers or members of the Board of Directors of the Company,

                    (v)  Conviction  of a  felony  which  substantially  impairs
               Employee's  ability  to  perform  his  duties  or  which  by  law
               disqualifies him from continued service with the Company,

                    (vi)  Insubordination with respect to the Board of Directors
               of the Company, or

                    (vii)  Obtaining  personal  profit from any  transaction  in
               which  the  Company  has an  interest  and  which  constitutes  a
               corporate  opportunity  of  the  Company  or is  adverse  to  the
               interests of the Company, unless such transaction was approved in
               advance  of  such  transaction,  in  writing,  by  the  Board  of
               Directors of the Company.

          Prior to any  termination  for Cause,  Employee shall be provided with
          reasonable advance notice of the specific grounds for termination, and
          Employee  shall be  provided  an  opportunity  to address the Board of
          Directors of the Company or a  designated  committee  thereof,  on the
          merits of termination.  The termination of Employee for Cause shall be
          based upon a good faith determination of the Board of Directors of the
          Company  or a  designated  committee  thereof,  and  such  good  faith
          determination  shall be conclusive and binding on both the Company and
          Employee.

               (c)  TERMINATION BY DEATH OR DISABILITY.  Subject to Section 3.2,
          Employee's  employment  and the  obligations of the Company under this
          Agreement shall  terminate  automatically,  effective  immediately and
          without  any  notice  being  necessary,  upon  Employee's  death  or a
          determination  of  Disability  of  Employee.   For  purposes  of  this
          Agreement,  "DISABILITY"  means the  inability of  Employee,  due to a
          physical or mental impairment,  for ninety (90) calendar days (whether
          or not  consecutive)  during any period of three  hundred  sixty (360)
          calendar days to perform the duties and functions contemplated by this
          Agreement.  "DISABILITY" does not include any conditions,  physical or
          mental,  where Employee is able to perform the essential  functions of
          the job with or without  reasonable  accommodation  as provided in the
          Americans  With  Disabilities  Act,  42  U.S.C.ss.  12101  ET  SEQ.  A
          determination of Disability shall be made by the Board of Directors of
          the Company or a designated  committee thereof, in consultation with a
          physician  satisfactory  to the Board of Directors of the Company or a
          designated  committee  thereof,  and Employee shall cooperate with the
          efforts to make such  determination.  Any such determination  shall be
          conclusive  and binding on the parties  subject to  Employee's  rights
          under  law  or the  arbitration  provision  of  Section  6.7  of  this
          Agreement.  Any  determination of Disability under this Section 3.1(c)
          is not  intended  to alter any  benefits  any party may be entitled to
          receive under any long-term disability insurance policy carried by the
          Company or Employee with respect to Employee,  which benefits shall be
          governed solely by the terms of any such insurance policy.

          3.2 RIGHTS UPON TERMINATION.

               (a) SECTION 3.1(A)  TERMINATION DURING EMPLOYMENT TERM OR RENEWAL
          TERM. If Employee's  employment is terminated by the Company  pursuant
          to Section 3.1(a) hereof during the Employment Term or a Renewal Term,
          Employee  resigns  for Good Reason  under  Section  3.1(a),  or if the
          Company does not renew the  Agreement in  accordance  with Section 1.1
          hereof,  Employee  shall have no further  rights  against  the Company
          hereunder,  except for the right after  Employee's date of termination
          to receive the following severance payments and benefits:

                    (i) three (3) times Base  Salary,  payable in equal  monthly
               installments over a period of thirty-six (36) months;

                    (ii) three (3) times the  average of the  Performance  Bonus
               earned for the two (2) most recent  fiscal  years  preceding  the
               fiscal year in which the date of termination  occurs,  payable in
               equal  monthly  installments  over a period  of  thirty-six  (36)
               months;

                    (iii) payment of any accrued but unpaid vacation time;

                    (iv) the  rights  if any in  respect  of stock  options  and
               deferred  stock  pursuant to Section 2.4 hereof to which Employee
               is entitled under the terms of such plans and related agreements;

                    (v)  reimbursement of expenses to which Employee is entitled
               under Section 2.6 hereof; and

                    (vi)  continuation of medical and dental  coverages in place
               at the time of  Employee's  date of  termination  for a period of
               three (3) years commencing  immediately  after Employee's date of
               termination,  in accordance  with the Company's  welfare plans in
               effect at the time,  only to the  extent  and for such  period of
               time that any such  coverage is not  available  under the welfare
               plans of any subsequent  employer of Employee.  During such three
               (3) year period  commencing  immediately after Employee's date of
               termination,  to the extent that the Company shall not be able to
               provide any such medical or dental coverage to Employee under its
               welfare plans and further, to the extent that any such medical or
               dental  coverage is not  available to Employee  under the welfare
               plans of any subsequent  employer of Employee,  the Company shall
               reimburse  Employee  for the cost of any such  medical  or dental
               coverage last available to Employee  under the Company's  welfare
               plans;  provided,  however,  that any such  reimbursement  in the
               aggregate  shall not exceed  150% of the  Company's  cost of such
               coverage.

          If  Employee is  terminated  in  accordance  with  Section  3.1(a) and
          thereafter within six (6) months there occurs a Control Change Date as
          defined in Section  4.3,  and if Employee  would have had a Qualifying
          Separation  as defined in Section 4.7,  then any payments and benefits
          under this Section  3.2(a) shall cease  immediately,  and payments and
          benefits under Section 4.5 shall commence;  provided that the payments
          and  benefits  under  Section  4.5  shall  be  reduced  by any and all
          payments and benefits received by Employee under this Section 3.2(a).

               (b)  SECTIONS  3.1(B)  AND  3.1(C)  TERMINATIONS.  If  Employee's
          employment is terminated pursuant to Sections 3.1(b) or 3.1(c) hereof,
          or if Employee resigns from employment with the Company (other than as
          provided in Section 3.1(a) hereof)  notwithstanding  the terms of this
          Agreement,  Employee or Employee's estate shall have no further rights
          against the Company hereunder, except for the right to receive:

                    (i) any unpaid Base Salary with  respect to the period prior
               to the effective date of termination;

                    (ii) payment of any accrued but unpaid vacation time;

                    (iii) the  rights if any in  respect  of stock  options  and
               deferred  stock  pursuant to Section 2.4 hereof to which Employee
               is entitled under the terms of such plans and related agreements;

                    (iv)  any  death  or   disability   insurance   payable   as
               contemplated in Section 2.5 hereof; and

                    (v)  reimbursement of expenses to which Employee is entitled
               under Section 2.6 hereof.

          Notwithstanding any other provision in this Agreement to the contrary,
          if Employee is  terminated  or  terminates  employment  under  Section
          3.1(b) or Section 3.1(c) of this Agreement,  even if thereafter within
          six (6)  months  there  occurs a Control  Change  Date as  defined  in
          Section  4.3,  Employee  shall  not be  entitled  to any  payments  or
          benefits  in lieu  of or in  addition  to the  payments  and  benefits
          provided in this Section 3.2(b).

                                   ARTICLE IV

                                CHANGE OF CONTROL

               4.1 In lieu of the payments and benefits that may be available to
          Employee under the American  Medical  Security  Group,  Inc. Change of
          Control  Severance  Benefit Plan effective  September 25, 1998, or any
          successor or similar  plan or program of the  Company,  any and all of
          which  Employee  hereby  agrees  shall be  cancelled  and shall not be
          payable with  respect to  Employee,  the payments and benefits of this
          Article IV subject to the restrictions and conditions described herein
          shall be available to Employee.  This Article IV shall be effective as
          of the Effective Date of this Agreement.

               4.2 A "CHANGE OF CONTROL"  shall be deemed to have  occurred  if,
          after the Effective Date of this Agreement:

               (a) a majority of Directors of the Company  ceases to continue to
          serve as Directors of the Company and/or the Chief  Executive  Officer
          of the Company ceases to serve as the Chief  Executive  Officer of the
          Company as the direct or indirect result of, or in connection with the
          occurrence of:

                    (i) any  person,  including  a "group" as defined in Section
               13(d)(3)  of  the  Securities  Exchange  Act of  1934,  becoming,
               directly or indirectly, the beneficial owner of securities of the
               Company,  or any other  subsidiary,  representing  forty  percent
               (40%)  or  more  of  the  combined   voting  power  of  the  then
               outstanding  securities  of the Company  that may be cast for the
               election of Directors  of the Company  (other than as a result of
               an issuance of securities initiated by the Company or open market
               purchases  approved by the Board of  Directors  of the Company as
               long  as the  majority  of the  Directors  at the  time  of  such
               approval are also  Directors at the time the purchases are made);
               PROVIDED however that as of the Effective Date of this Agreement,
               this Section  4.2(a)(i) shall not apply to Blue Cross Blue Shield
               United of Wisconsin  ("BCBSUW") which prior to the Effective Date
               became the  beneficial  owner of more than forty percent (40%) of
               the combined  voting power of the  outstanding  securities of the
               Company;  FURTHER PROVIDED that the immediately preceding proviso
               shall cease to apply and shall no longer have any force or effect
               under  this  Agreement  if and when  BCBSUW  acquires  additional
               Company securities as of and following the Effective Date without
               approval of at least 2/3 of the  individuals  who  constitute the
               Board of Directors of the Company as of the Effective Date;

                    (ii) a cash tender or exchange offer;

                    (iii) a merger or other business combination;

                    (iv) a sale of all or substantially all of the assets of the
               Company;

                    (v) a contested election of directors; or

                    (vi) any combination of the aforementioned events; or

               (b)  consummation  of a plan of liquidation or dissolution of the
          Company.

               4.3  "CONTROL  CHANGE  DATE"  means  the  date on  which an event
          described in Section 4.2(a) or Section  4.2(b) occurs.  If a Change of
          Control  occurs on account of a series of events,  the Control  Change
          Date  shall be the  date of  occurrence  of the  last of such  events,
          required for such series of events to constitute a Change of Control.

               4.4 "CONTROL CHANGE EMPLOYMENT  PERIOD." If the Effective Date of
          this  Agreement  is the Control  Change  Date or if  Employee  remains
          employed by the Company on the Control  Change Date, the Company shall
          continue to employ  Employee  and Employee may continue as an employee
          of the  Company  from the  Control  Change Date until the two (2) year
          anniversary  of the Control Change Date  ("CONTROL  CHANGE  EMPLOYMENT
          PERIOD"),  or such later date as  provided  under  Section 1.1 of this
          Agreement.

               4.5 SEVERANCE  RIGHTS IN THE EVENT OF A TERMINATION  BECAUSE OF A
          QUALIFYING  SEPARATION.  If his employment with the Company terminates
          because of a  Qualifying  Separation  as defined in Section  4.7,  (i)
          during  the six (6)  month  period  immediately  prior to the  Control
          Change  Date,  or (ii) during the Control  Change  Employment  Period,
          Employee  shall  receive from the Company the  following  payments and
          benefits  (reduced by any payments or benefits  received under Section
          3.2(a) with respect to the same  termination of employment) as soon as
          administratively  feasible  after a  Qualifying  Separation  (or later
          Control Change Date causing a prior  termination  under Section 3.2(a)
          to become a Qualifying  Separation) subject to Sections 4.7(a) and 4.8
          of this Agreement (as applicable):

                    (a) a single  lump sum  payment  equal  to three  (3)  times
               average Base Salary  earned during the two (2) most recent fiscal
               years   preceding  the  fiscal  year  in  which  the   Qualifying
               Separation occurs;

                    (b) a single  lump sum  payment  equal  to three  (3)  times
               average  Performance  Bonus  earned  for the two (2) most  recent
               fiscal years  preceding  the fiscal year in which the  Qualifying
               Separation occurs;

                    (c) payment of any accrued but unpaid vacation time;

                    (d) the  rights  if any in  respect  of  stock  options  and
               deferred  stock  pursuant to Section 2.4 hereof to which Employee
               is entitled under the terms of such plans and related agreements;

                    (e)  reimbursement of expenses to which Employee is entitled
               under Section 2.6 hereof;

                    (f) continuation of medical,  dental,  long-term disability,
               and  life  insurance  coverages  in  place  at  the  time  of the
               Qualifying  Separation for a period of three (3) years commencing
               immediately after Employee's Qualifying Separation, in accordance
               with the Company's  welfare plans in effect at the time,  only to
               the extent and for such period of time that any such  coverage is
               not available under the welfare plans of any subsequent  employer
               of  Employee.  During  such  three  (3)  year  period  commencing
               immediately  after Employee's date of termination,  to the extent
               that the Company  shall not be able to provide any such  medical,
               dental,  long-term  disability  or  life  insurance  coverage  to
               Employee under its welfare plans and further,  to the extent that
               any such medical,  dental, long-term disability or life insurance
               coverage is not available to Employee  under the welfare plans of
               any subsequent employer of Employee,  the Company shall reimburse
               Employee  for the cost of any  such  medical,  dental,  long-term
               disability or life insurance  coverage last available to Employee
               under the Company's welfare plans;  provided,  however,  that any
               such  reimbursement in the aggregate shall not exceed 150% of the
               Company's cost of such coverage; and

                    (g) if the excise tax imposed on "excess parachute payments"
               under Code  Section  4999,  as defined in Code Section  280G,  is
               incurred  on account of (A) any amount  paid or payable to or for
               the  benefit of Employee  pursuant to this  Article IV, (B) legal
               fees and expenses under Section 6.7 of this Agreement, or (C) any
               other  amount paid or payable by the Company (the sum of all such
               amounts described in this Section 4.5(g) (A), (B), and (C) called
               the "CHANGE OF CONTROL  BENEFITS"),  the Company shall  indemnify
               Employee  and hold  him  harmless  against  all  claims,  losses,
               damages,  penalties,  expenses,  and excise taxes. To effect this
               indemnification,  the Company  shall pay Employee the  Additional
               Amount within fifteen (15) business days after Employee  provides
               a copy of his tax return in accordance with subsection (1) below.
               For purposes of this Article IV, the  "ADDITIONAL  AMOUNT"  shall
               mean the amount necessary to indemnify and hold Employee harmless
               from (i) the excise tax imposed on Employee under Section 4999 of
               the Code with respect to the Change of Control  Benefits and (ii)
               the amount  required  to satisfy  (x) the  additional  excise tax
               under  Section  4999 of the Code and (y) the  federal,  state and
               local income  taxes for which  Employee is liable with respect to
               the  Additional  Amount  (the sum of  items  (i) and (ii) of this
               Section 4.5(g) being hereunder referred to as the "ADDITIONAL TAX
               LIABILITY").

                         (1) For purposes of  determining  the amount and timing
                    of the payments of the  Additional  Amount,  the Company and
                    Employee  shall,  as soon as practicable  after the event or
                    series of events has occurred  giving rise to the imposition
                    of the  excise  tax,  seek the  advice  of  independent  tax
                    counsel  and  shall   cooperate  in  establishing  at  least
                    tentatively  the amount of  Employee's  excise tax liability
                    for  purposes  of  paying  estimated  tax.   Employee  shall
                    thereafter  furnish to the Company a copy of each tax return
                    which  reflects a liability  for an excise tax payment under
                    Section  4999 of the Code  with  respect  to the  Change  of
                    Control  Benefits at least twenty (20)  business days before
                    the date on which such  return is  required to be filed with
                    the  Internal  Revenue  Service.  Except as  provided  under
                    subsection (2) below of this Section  4.5(g),  the liability
                    reflected on such return shall be  dispositive  for purposes
                    of calculating the Additional Amount unless,  within fifteen
                    (15) business  days after such notice is given,  the Company
                    furnishes  to  Employee  an  opinion   from  the   Company's
                    independent  auditors  or a  tax  advisor  selected  by  the
                    Company's  independent  auditors indicating that a different
                    Additional  Amount  is  payable  or to the  effect  that the
                    matter  is not free from  doubt  under  applicable  laws and
                    regulations and Employee may, in such auditor's or advisor's
                    opinion,  take a different position without risk of penalty,
                    which shall be set forth in the opinion  with respect to the
                    payment in  question.  Such  opinion  shall be  addressed to
                    Employee  and shall state that  Employee is entitled to rely
                    thereon.  If the Company furnishes such opinion to Employee,
                    the position  reflected in such letter shall be  dispositive
                    for purposes of calculating the Additional Amount, except as
                    provided under this subsection (1) of this Section 4.5(g).

                         (2)  If   Employee's   Additional   Tax   Liability  is
                    subsequently  determined  to be less than the  amount of the
                    Additional Amount paid to Employee,  Employee shall repay to
                    the Company that portion of the  Additional  Amount  payment
                    attributable  to such reduction (plus interest on the amount
                    of  such   repayment   at  the  rate   provided  in  Section
                    1274(b)(2)(B)  of the Code).  If Employee's  Additional  Tax
                    Liability  is  subsequently  determined  to be more than the
                    amount  of the  Additional  Amount  paid  to  Employee,  the
                    Company shall make an additional  payment in respect of such
                    excess,  as well as the amount of any  penalty  or  interest
                    assessed with respect thereto at the time that the amount of
                    such excess, penalty or interest is finally determined.

               Notwithstanding any other provision of this Section 4.5(g) to the
               contrary,  if the aggregate "AFTER-TAX AMOUNT" (as defined below)
               of the Change of Control  Benefits  and  Additional  Amount  that
               would be payable to Employee  does not equal to or exceed 110% of
               the  "AFTER-TAX  FLOOR  AMOUNT"  (as  defined  below),   then  no
               Additional  Amount shall be payable to Employee and the aggregate
               amount of Change of Control Benefits payable to Employee shall be
               reduced  (but not below the "FLOOR  AMOUNT" as defined  below) to
               the largest  amount that would both (i) not cause any  Additional
               Tax  Liability  to be payable by Employee  and (ii) not cause any
               Change of Control Benefits to become nondeductible by the Company
               by  reason  of  Section  280G  of  the  Code  (or  any  successor
               provision).  For  purposes of the  preceding  sentence,  Employee
               shall be deemed to be subject  to the  highest  marginal  rate of
               federal,  state,  and local  taxes,  excluding  Social  Security,
               Medicare,   and   alternative   minimum   taxes  or  similar  tax
               consequences.

               "AFTER-TAX  AMOUNT" means the portion of a specified  amount that
               would remain after payment of all federal, state, and local taxes
               (excluding  Social Security,  Medicare,  and alternative  minimum
               taxes or similar tax consequences),  and Additional Tax Liability
               paid or payable by Employee in respect of such specified amount.

               "AFTER-TAX  FLOOR AMOUNT" means the After-Tax Amount of the Floor
               Amount.

               "FLOOR  AMOUNT"  means the greatest  pre-tax  amount of Change of
               Control  Benefits that could be paid to Employee  without causing
               Employee to become  liable for any  Additional  Tax  Liability in
               connection therewith.

               4.6 TAXES.  To the extent required by applicable law, the Company
          shall deduct and withhold all necessary  Social Security taxes and all
          necessary  federal and state  withholding  taxes and any other similar
          sums required by law to be withheld from any payments made pursuant to
          the terms of this Article IV.

               4.7 "QUALIFYING SEPARATION" means:

                    (a)  Employee's  employment  is  terminated  by the  Company
               within six (6) months  prior to a Change of Control or during the
               Control Change  Employment  Period except for Cause as defined in
               this Section 4.7(a), or death or Disability as defined in Section
               3.1(c). Solely for purposes of this Article IV, Cause shall mean:

                         (i) the  willful and  continued  failure by Employee to
                    substantially perform his duties as established by the Board
                    of Directors of the Company;

                         (ii)  material  breach  by  Employee  of his  fiduciary
                    duties of loyalty or care to the Company;

                         (iii) a conviction of a felony which, in the reasonable
                    judgment of the Board of Directors of the Company, is likely
                    to have a material adverse effect on the business reputation
                    of Employee or the Company, or which  substantially  impairs
                    Employees abilities to perform his duties for the Company;

                         (iv) the use of  alcohol or  non-prescription  drugs in
                    such a manner as to interfere  substantially with Employee's
                    duties with respect to the Company; or

                         (v) the  willful,  flagrant,  deliberate  and  repeated
                    infractions of material  published  policies and regulations
                    of the Company of which Employee has actual knowledge.

               Only  if  it  desires  to  discharge  Employee  for  Cause  under
               subsection (v) (the "CAUSE  EXCEPTION")  of this Section  4.7(a),
               the  Board of  Directors  of the  Company  shall  give  notice to
               Employee  as  provided  in Section  4.8 and  Employee  shall have
               thirty (30)  calendar  days after notice has been given to him in
               which to cure the reason for the  Company's  Board's  exercise of
               the Cause Exception.  If the reason for the exercise of the Cause
               Exception  is  timely  cured  by  Employee  (as  determined  by a
               majority of the members of the Board of Directors of the Company,
               following a hearing), the notice shall become null and void; or

               (b) Employee voluntarily terminates employment for "GOOD REASON."
          Solely  for  purposes  of this  Article  IV,  Good  Reason  shall mean
          Employee's  resignation from the Company's  employment  within six (6)
          months  prior to a Change of  Control  or during  the  Control  Change
          Employment Period on account of:

                    (i) the failure of the Board of  Directors of the Company to
               reelect or reappoint  Employee to the positions  with the Company
               specified  in the first  sentence  of  Section  1.2  hereof,  and
               Employee then elects to leave the Company's employment within six
               (6)  months  after  such  failure  to  so  reelect  or  reappoint
               Employee;

                    (ii) a material  modification  by the Board of  Directors of
               the  Company of the duties,  functions  and  responsibilities  of
               Employee  without his consent,  except as specifically  permitted
               under Section 1.2 hereof;

                    (iii) the  failure  of the  Company  to permit  Employee  to
               exercise  such   responsibilities  as  are  consistent  with  his
               position and of such a nature as are usually associated with such
               offices  of a  corporation  engaged  in  substantially  the  same
               business as the Company,  except as specifically  permitted under
               Section 1.2 hereof;

                    (iv) the Company causes  Employee to relocate his employment
               more than fifty (50) miles from Green Bay, Wisconsin, without the
               consent of Employee;

                    (v) the  Company's  failure  to make a  payment  when due to
               Employee; or

                    (vi) the Company's reduction of Employee's Base Salary below
               Employee's Base Salary under Section 2.1 hereof, or the Company's
               reduction of the amount of Performance Bonus payable with respect
               to minimum,  target,  or maximum (as  applicable)  achievement of
               performance goals.

          4.8 "NOTICE OF TERMINATION" means a written notice which (i) indicates
     the specific termination provision in this Agreement relied upon, (ii) sets
     forth in reasonable detail the facts and circumstances claimed to provide a
     basis for  termination  of  Employee's  employment  under the  provision so
     indicated and (iii) if the termination date specifies the effective date of
     termination,  which  date  may be the  date  of  receipt  of  such  notice.
     Qualifying  Separation for Cause under Section 4.7(a) shall be communicated
     by Notice of  Termination  from the Board of  Directors  of the  Company to
     Employee.  Qualifying Separation for Good Reason under Section 4.7(b) shall
     be  communicated  by Notice of  Termination  from  Employee to the Board of
     Directors of the Company.

                                   ARTICLE V

                              RESTRICTIVE COVENANTS

          5.1 CONFIDENTIAL INFORMATION; INTELLECTUAL PROPERTY.

               (a) CONFIDENTIAL INFORMATION. Employee acknowledges that Employee
          will be required to use his personal  intellectual skills on behalf of
          the Company and that it is reasonable and fair that the fruits of such
          skills  should  inure to the sole  benefit  of the  Company.  Employee
          further  acknowledges  that Employee may already have and will acquire
          information  of a  confidential  nature  relating  to  the  operation,
          finances,  business  relationships  and trade  secrets of the Company.
          During Employee's  employment with the Company,  Employee will not use
          (except for use in the course of Employee's  regular authorized duties
          on behalf of the Company),  publish, disclose or authorize anyone else
          to use,  publish or disclose  without the prior written consent of the
          Company,  any  confidential  information  pertaining  to the  Company,
          including, without limitation, any information relating to existing or
          potential business,  customers, trade or industrial practices,  plans,
          costs,   processes,   or  technical  or  engineering  data.  Following
          termination  of  Employee's  employment  hereof  for any  reason or no
          reason  under  any  circumstances  or  conditions,  Employee  shall be
          prohibited  from ever using,  publishing,  disclosing  or  authorizing
          anyone else to use, publish or disclose, any confidential  information
          which  constitutes  a trade secret under  applicable  law.  Employee's
          obligations  under this  Section  5.1(a) apply to, and are intended to
          prevent, the direct or indirect disclosure of confidential information
          to  others.   Employee   shall  not  remove  or  retain  any  figures,
          calculations,   formulae,   letters,  papers,   software,   abstracts,
          summaries, drawings,  blueprints,  diskettes or any other material, or
          copies thereof,  which contain or embody any confidential  information
          or trade  secrets  of the  Company,  except  for use in the  course of
          Employee's  regular  authorized  duties on behalf of the Company.  The
          foregoing notwithstanding,  Employee has no obligation to refrain from
          using,  publishing or  disclosing  any such  confidential  information
          which is or hereafter shall become  available to the public  otherwise
          than by use,  publication or disclosure by Employee.  This prohibition
          also does not prohibit  Employee's  use of general skills and know-how
          acquired during and prior to employment,  as long as such use does not
          involve  the  use,   publication   or   disclosure  of  the  Company's
          confidential information or trade secrets.

               (b) AGREEMENT TO TRANSFER. Employee shall without further payment
          assign,  transfer and set over, and does hereby  assign,  transfer and
          set over, to the Company all of Employee's  right,  title and interest
          in  and  to  all  trade   secrets,   secret   processes,   inventions,
          improvements,  patents,  patent  applications,  trademarks,  trademark
          applications,  copyrights and any and all intellectual property rights
          which Employee may, either solely or jointly with others,  conceive or
          develop,  make or suggest at any time  during  his  employment  by the
          Company  and  which  relate to the  existing  or  potential  products,
          processes, work, research or other activities of the Company.

          5.2  NON-SOLICITATION  OF  CUSTOMERS  WITHIN A CERTAIN  REGION FOR ONE
     YEAR.  Employee  covenants  and agrees that he shall not at any time during
     his  employment by the Company,  and for a period of one (1) year following
     termination of his employment,  directly or indirectly solicit any business
     regarding  services  of the kind that the  Company  either  offered  or was
     planning to offer and of which  Employee was aware at or before the date of
     Employee's termination, from any person or entity that (i) has, on the date
     of  termination,  its principal place of business in the Restricted Area as
     defined in Section 5.9 below,  (ii) was a customer or prospective  customer
     of the  Company's on the date of  termination,  and (iii) was a customer or
     prospective  customer with which Employee had personal contact or knowledge
     of  such  a  customer  or   prospective   customer   through   confidential
     information,  in regard to such services within two (2) years prior to said
     termination.

          5.3  NON-SOLICITATION  OF CUSTOMERS  OUTSIDE A CERTAIN  REGION FOR ONE
     YEAR.  Employee  covenants  and agrees that he shall not at any time during
     his  employment by the Company,  and for a period of one (1) year following
     termination of his employment,  directly or indirectly solicit any business
     regarding  services  of the kind that the  Company  either  offered  or was
     planning to offer and of which  Employee was aware at or before the date of
     Employee's termination, from any person or entity that (i) has, on the date
     of  termination,  its  principal  place  of  business  in  OTHER  THAN  the
     Restricted  Area but conducts  business in the Restricted  Area, (ii) was a
     customer  or  prospective   customer  of  the  Company's  on  the  date  of
     termination,  and (iii) was a customer or  prospective  customer with which
     Employee  had  personal   contact  or  knowledge  of  such  a  customer  or
     prospective  customer through confidential  information,  in regard to such
     services within two (2) years prior to said termination.

          5.4 NON-SOLICITATION OF EMPLOYEES.  Employee covenants and agrees that
     he shall not at any time during his  employment  by the Company,  and for a
     period of one (1) year following termination of his employment, directly or
     indirectly  employ or seek to employ  (other than for  employment  with the
     Company  or its  subsidiaries)  any  person  employed  at that  time by the
     Company or otherwise encourage any such person to leave such employment.

          5.5  NON-SOLICITATION  OF VENDORS AND OTHERS.  Employee  covenants and
     agrees that he shall not at any time during his  employment by the Company,
     and for a period of one (1) year following  termination of his  employment,
     solicit any  vendors,  suppliers,  or service  providers  of the Company on
     behalf of or for the benefit of a Competitor.

          5.6 SERVICES FOR  COMPETITOR.  Employee  covenants  and agrees that he
     shall not at any time  during  his  employment  by the  Company,  and for a
     period of one (1) year  following  termination  of his  employment,  become
     employed by, enter into a consulting arrangement with or otherwise agree to
     perform  personal  services for any  Competitor  (as defined in Section 5.8
     below).

          5.7 OWNERSHIP  INTEREST IN COMPETITOR.  Employee  covenants and agrees
     that he shall not at any time during his employment by the Company, and for
     a period of one (1) year following  termination of his employment,  acquire
     an ownership  interest in a Competitor,  unless such an ownership  interest
     (1) is in a company whose stock is publicly traded on a national  exchange,
     and  (2) is a de  minimis  investment  of less  than 1% of the  outstanding
     securities of such a company;  provided however,  that nothing herein shall
     prohibit  Employee's  ownership of securities in United Wisconsin Services,
     Inc.  acquired  prior to the  Effective  Date,  and  nothing  herein  shall
     prohibit  Employee  from  exercising  options  granted  to him prior to the
     Effective Date to acquire stock in United Wisconsin Services, Inc.

          5.8  COMPETITOR.  For purposes of this Agreement,  "COMPETITOR"  shall
     mean any  provider  of  individual  and small  employer  group  health care
     benefits and insurance  products  within the Restricted  Area as defined in
     Section 5.9 below.

          5.9 RESTRICTED AREA. For purposes of this Agreement, "RESTRICTED AREA"
     shall mean anywhere in the United States where the Company sells individual
     and small employer group health care benefits and insurance products.

          5.10  NOTIFICATION OF EXISTENCE OF AGREEMENT.  Employee agrees that in
     the event that Employee is offered  employment with another employer at any
     time during the existence of this Agreement,  or such other period in which
     post-termination obligations of this Agreement apply, the business of which
     is in any manner  competitive with the Company's  business,  Employee shall
     immediately  advise such  employer of the  existence of this  Agreement and
     shall immediately provide such employer with a copy of this Agreement.

          5.11 RETURN OF DOCUMENTS.  Immediately  upon termination of employment
     with the Company,  Employee shall return to the Company,  and so certify in
     writing to the Company,  all of the Company's papers,  documents and items,
     including  information  stored for use in or with  computers  and  software
     applicable to the Company's business (and all copies thereof), which are in
     Employee's possession or under Employee's control,  regardless whether such
     papers,  documents  or  items  contain  confidential  information  or trade
     secrets.

          5.12 NO  CONFLICTS.  To the extent that they exist,  Employee will not
     disclose to the Company any of Employee's previous employer's  confidential
     information or trade  secrets.  Further,  Employee  represents and warrants
     that Employee has not previously assumed any obligations  inconsistent with
     those  of this  Agreement  and  that  employment  by the  Company  does not
     conflict with any prior obligations to third parties.

          5.13  AGREEMENT  ON FAIRNESS.  Employee  acknowledges  that:  (i) this
     Agreement has been specifically  bargained between the parties and reviewed
     by Employee,  (ii) Employee has had an  opportunity to obtain legal counsel
     to review this Agreement,  and (iii) Employee  voluntarily enters into this
     Agreement.

          5.14 EQUITABLE RELIEF.  Employee  acknowledges that any breach of this
     Agreement will cause  substantial and  irreparable  harm to the Company for
     which money damages would be an inadequate remedy. Accordingly, the Company
     shall in any such event be entitled to obtain injunctive and other forms of
     equitable  relief to prevent such breach in addition to any other rights or
     remedies available at law, in equity or by statute.

                                   ARTICLE VI

                               GENERAL PROVISIONS

          6.1   NOTICES.   Any  and  all   notices,   consents,   documents   or
     communications provided for in this Agreement shall be given in writing and
     shall be  personally  delivered,  mailed by  registered  or certified  mail
     (return receipt  requested) or sent by courier,  confirmed by receipt,  and
     addressed as follows (or to such other address as the  addressed  party may
     have substituted by notice pursuant to this Section 6.1):

               (a) If to the Company:

                                    American Medical Security Group, Inc.
                                    3100 AMS Boulevard
                                    Green Bay, WI 54313              or
                                    P.O. Box 19032
                                    Green Bay, Wisconsin 54307-9032
                                    Attn.: General Counsel

               (b) If to Employee:

                                    Samuel V. Miller
                                    3100 AMS Boulevard
                                    Green Bay, Wisconsin  54313        or
                                    P.O. Box 19032
                                    Green Bay, Wisconsin  54307-9032

                                    With a copy to:

                                    David S. Foster
                                    Thelen Reid & Priest LLP
                                    101 Second Street
                                    Suite 1800
                                    San Francisco, California  94105-3601

     Such notice, consent,  document or communication shall be deemed given upon
     personal delivery or receipt at the address of the party stated above or at
     any other  address  specified  by such party to the other party in writing,
     except that if  delivery is refused or cannot be made for any reason,  then
     such notice shall be deemed given on the third day after it is sent.

          6.2 ENTIRE AGREEMENT. This Agreement contains the entire understanding
     and the full and  complete  agreement  of the  parties and  supersedes  and
     replaces the Prior  Agreement  and  Amendment  Number One, and the American
     Medical  Security  Group,  Inc.  Change of Control  Severance  Benefit Plan
     effective  September  25,  1998,  and any other  prior  understandings  and
     agreements among the parties, with respect to the subject matter hereof.

          6.3 AMENDMENT;  HEADINGS;  SECTION  REFERENCES.  This Agreement may be
     altered,  amended  or  modified  only in a writing,  signed by the  parties
     hereto.  Headings  included in this Agreement are for convenience  only and
     are not  intended  to limit or expand  the  rights of the  parties  hereto.
     References  to  Sections  herein  shall mean  sections  of the text of this
     Agreement, unless otherwise indicated.

          6.4 ASSIGNABILITY.  This Agreement and the rights and duties set forth
     herein may not be assigned by Employee, but may be assigned by the Company,
     in whole or in part to any entity controlled by the Company. This Agreement
     shall be binding on and inure to the benefit of each party and such party's
     respective heirs, legal representatives, successors and assigns.

          6.5 SEVERABILITY.  If any court of competent  jurisdiction  determines
     that any provision of this Agreement is invalid or unenforceable, then such
     invalidity or unenforceability shall have no effect on the other provisions
     hereof, which shall remain valid, binding and enforceable and in full force
     and effect.  If any court of  competent  jurisdiction  determines  that any
     provision of this Agreement is invalid or unenforceable,  then such invalid
     or unenforceable provision shall be construed in a manner so as to give the
     maximum valid and enforceable effect to the intent of the parties expressed
     therein.

          6.6 MITIGATION.  Employee shall not be required to mitigate damages or
     the amount of any payment  provided  for in Sections  3.2(a) or 4.5 of this
     Agreement  by seeking or  accepting  other  employment  or  otherwise,  and
     compensation  earned from such employment or otherwise shall not reduce the
     amounts otherwise payable under Sections 3.2(a) or 4.5; provided,  however,
     that the Company's  obligations under Sections  3.2(a)(vi) or 4.5(f) hereof
     shall cease with respect to each applicable  type of insurance  coverage as
     of  the  date  on  which  Employee  obtains  other  coverage  substantially
     equivalent to coverage in place at the time of his date of  termination  or
     Qualifying Separation, as applicable.

          6.7  ARBITRATION.  Any controversy or claim arising out of or relating
     to this  Agreement,  or the  breach  hereof,  shall be  settled by a single
     arbitrator in arbitration conducted in Green Bay, Wisconsin,  in accordance
     with the Employment  Dispute  Resolution Rules of the American  Arbitration
     Association.  Judgment  upon the award  rendered by the  arbitrator  may be
     entered in any court having jurisdiction thereof.

          The  parties  shall  select an  arbitrator,  but if they are unable to
     agree on one, the parties  shall jointly  request the American  Arbitration
     Association to designate five (5) arbitrator names. The parties,  beginning
     with Employee, shall alternately strike names until one is left.

          The arbitrator's decision shall be final and binding. Each party shall
     be entitled to discovery  exclusively by the following  means: (i) requests
     for  admission,  (ii)  request  for  production  of  documents,  and  (iii)
     depositions  of no more than four (4)  individuals,  provided  that  either
     party may apply to the arbitrator upon a showing of good cause that more or
     less  discovery is  warranted.  All discovery  shall be completed,  and the
     arbitration hearing shall commence,  within sixty (60) calendar days, after
     the  appointment  of the  arbitrator.  Unless  the  arbitrator  finds  that
     exceptional circumstances justify the delay, the hearing will be completed,
     and an award  will be  rendered  within  sixty  (60)  calendar  days of the
     commencement of the hearing.

          The arbitrator  shall have the authority to settle such controversy or
     claims by finding that a party should be enjoined  from certain  actions or
     be compelled to undertake certain actions, and in such event such court may
     enter an order  enjoining  and/or  compelling  such actions as found by the
     arbitrator.  However,  notwithstanding the foregoing, the parties expressly
     agree  that a  court  of  competent  jurisdiction  may  enter  a  temporary
     restraining  order or an order enjoining a breach of this Agreement pending
     a final award or further  order by the  arbitrator.  Such remedy,  however,
     shall be cumulative and nonexclusive, and shall be in addition to any other
     remedy to which the parties may be entitled.

          The  Company  shall pay the  arbitrator's  fees and  expenses  without
     regard to which party  prevails in the dispute.  The  arbitrator  may award
     reasonable  attorneys'  fees and  costs to the  prevailing  party,  but the
     arbitrator shall consider  financial ability to pay such fees and costs and
     undue hardship on the party ordered to pay said fees and costs.

          Solely for  purposes  of  protecting  or  enforcing  his rights  under
     Article IV of this Agreement, to the extent Employee incurs legal fees, the
     Company shall reimburse Employee for such reasonable legal fees and for any
     other reasonable expenses related thereto. Such reimbursement shall be made
     within thirty (30) calendar days following final  resolution of the dispute
     or occurrence giving rise to such legal fees and related expenses.

          Notwithstanding  any  provision  in this  Agreement  to the  contrary,
     pending  arbitration  of any dispute  between the parties,  the Company may
     seek injunctive relief or other appropriate  equitable relief in a court of
     competent  jurisdiction for any alleged breach of the restrictive covenants
     of Article V of this Agreement.

          6.8  WAIVER OF  BREACH.  The  waiver by any party of the breach of any
     provision of this  Agreement  shall not operate or be construed as a waiver
     of any subsequent breach by any party.

          6.9 GOVERNING  LAW. This  Agreement  shall be governed by the internal
     laws of the  State  of  Wisconsin,  without  regard  to its  choice  of law
     principles.

          6.10 CONSTRUCTION. The Company and Employee have each been represented
     by legal counsel with respect to this  Agreement.  The parties  acknowledge
     that each party and such party's counsel have reviewed and revised, or have
     had an opportunity to review and revise,  this  Agreement.  Therefore,  any
     rule of construction to the effect that any ambiguities or  inconsistencies
     in the Agreement are to be resolved against the drafting party shall not be
     applied in the interpretation of this Agreement.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
     Effective Date written above.



                                           AMERICAN MEDICAL SECURITY GROUP, INC.

                                           By: /S/ TIMOTHY J. MOORE



                                               /S/ SAMUEL V. MILLER
                                               Samuel V.  Miller