AMENDMENTS
                    TO THE UNITED WISCONSIN SERVICES, INC.
                            EQUITY INCENTIVE PLAN
                       EFFECTIVE AS OF AUGUST 15, 1996

     1.   Section 3.1 of the Equity Incentive Plan is amended by deleting the 
existing Section in its entirety and substituting therefor the following 
revised Section:

          3.1 THE COMMITTEE.  The Plan shall be administered by the Management
     Review Committee of the Board, or by any other Committee appointed by 
     the Board consisting of not less than two (2) Directors who are not 
     Employees. The members of the Committee shall be appointed from time to
     time by, and shall serve at the discretion of, the Board of Directors.

          The Committee shall be comprised solely of Directors who are both: 
     (i) Non-Employee Directors, as defined in Rule 16b-3 under the Exchange
     Act; and (ii) Outside Directors, as defined in Treas. Reg. 1.162-27.

     2.   Section 4.1 of the Equity Incentive Plan is amended by deleting the 
existing Section in its entirety and substituting therefor the following 
revised Section:

          4.1 NUMBER OF SHARES.  Subject to adjustment as provided in Section 
     4.3 herein, the total number of Shares available for grant under the 
     Plan may not exceed 2,750,000. These 2,750,000 Shares may be either
     authorized but unissued or reacquired Shares.

          The following rules will apply for purposes of the determination of 
     the number of Shares available for grant under the Plan:

          (a)  While an Award is outstanding, it shall be counted against the 
               authorized pool of Shares, regardless of its vested status.

          (b)  The grant of an Option or Restricted Stock shall reduce the 
               Shares available for grant under the Plan by the number of
               Shares subject to such Award.

          (c)  The grant of a Tandem SAR shall reduce the number of Shares
               available for grant by the number of Shares subject to the 
               related Option (i.e., there is no double counting of Options
               and their related Tandem SARs).

          (d)  The grant of an Affiliated SAR shall reduce the number of 
               Shares available for grant by the number of Shares subject to
               the SAR, in addition to the number of Shares subject to the
               related option.

          (e)  The grant of a Freestanding SAR shall reduce the number of 
               Shares available for grant by the number of Freestanding SARs
               granted.

          (f)  The Committee shall in each case determine the appropriate 
               number of Shares to deduct from the authorized pool in 
               connection with the grant of Performance Units and/or 
               Performance Shares.

          (g)  To the extent that an Award is settled in cash rather than in
               Shares, the authorized Share pool shall be credited with the 
               appropriate number of Shares represented by the cash settlement
               of the Award, as determined at the sole discretion of the 
               Committee (subject to the limitation set forth in Section 4.2
               herein).

          The maximum number of Shares with respect to which Awards may be 
     made to any Employee during any three (3) year period shall not exceed 
     100,000 shares. Notwithstanding the foregoing, if the Employee receives 
     the Award prior to March 31, 1997 in connection with the Employee' 
     initial employment by the Company or in connection with a merger or
     acquisition by the Company, the maximum number of Shares with respect to
     which Awards may be made during the three (3) year period ended 
     March 31, 1997 shall be 850,000 shares.

     3.   Section 6.10 of the Equity Incentive Plan is amended by deleting 
the existing Section in its entirety and substituting therefore the following 
revised Section:

          6.10  RESTRICTIONS ON TRANSFERABILITY.  No Option granted under the
     Plan may be sold, transferred, pledged, assigned or otherwise alienated 
     or hypothecated, other than by will or by the laws of descent and
     distribution, and shall be exercisable by a Participant during his or 
     her lifetime only by the Participant except that NQSOs may be transferred
     by a Participant to the Participant's spouse, children or grandchildren 
     or grandchildren or to a trust for the benefit of such spouse, children 
     or grandchildren.