EXHIBIT 10.3

                                 PROMISSORY NOTE


$22,650,397                                                  December 31, 2001

         FOR VALUE RECEIVED, Cobalt Corporation, a Wisconsin corporation
("Cobalt") hereby promises to pay to the order of United Wisconsin Insurance
Company, a Wisconsin stock insurance corporation ("UWIC"), on the maturity date,
the principal sum of Twenty Two Million Six Hundred Fifty Thousand Three Hundred
Ninety Seven Dollars ($22,650,397), together with interest on the unpaid
principal balance at an annual rate equal to 7.38% (the "Note Rate"). This Note
will mature and become due and payable on September 30, 2002 (the "Maturity
Date"). Interest is computed for the actual number of days principal is unpaid
on the basis of a 360-day year.

         Cobalt shall pay UWIC interest due hereunder on a quarterly basis on
the last business day of each calendar quarter and shall make a final payment of
unpaid principal and interest due on the Maturity Date. All payments of
principal and interest shall be made in lawful money of the United States of
America to UWIC at its offices at 401 West Michigan Street, Milwaukee, WI 53203
or at such other place as UWIC may designate to Cobalt in writing. Presentment,
notice of protest, demand and notice of dishonor of this Note are waived.

         All or any portion of the outstanding principal balance of this Note
may be prepaid at any time without penalty or premium.

         This Note is secured by a Pledge Agreement of even date from Cobalt to
UWIC. In the event that Cobalt fails to make any payment under this Note when
due, or in the event of the occurrence of an Event of Default described in the
Pledge Agreement securing this Note, then, in any or all such events, UWIC may
declare the entire balance of principal and accrued interest under this Note to
be immediately due and payable. In the event that Cobalt (i) becomes insolvent
or admits, by action or inaction, its inability to pay its debts as they become
due, or (ii) makes an assignment for the benefit of creditors, or (iii) becomes
the subject of any order for relief under the United States Bankruptcy Code or
the subject of any state insolvency or similar proceeding, then the entire
unpaid principal of, and accrued interest on, this Note shall become
automatically due and payable. Cobalt hereby agrees to pay all reasonable fees
and expenses incurred both before and after any judgment by UWIC or any
subsequent holder in connection with the protection and enforcement of the
rights of UWIC or any subsequent holder under this Note (including, without
limitation, reasonable attorneys' fees and legal expenses and all other expenses
of collecting any amounts due under this Note and protecting and enforcing the
rights of UWIC and any subsequent holder in any bankruptcy, reorganization or
insolvency proceeding involving Cobalt) until UWIC is paid in full.

         This Note shall be governed by and construed in accordance with the
laws of the State of Wisconsin.

                                    COBALT CORPORATION
(CORPORATE SEAL)

                                    By:    /s/  Thomas R. Hefty
                                           -------------------------------------
                                    Title: Chief Executive Officer and President
                                           -------------------------------------