EXHIBIT 10.23 UNITEDWISCONSIN SERVICES, INC. AND BLUECROSS & BLUE SHIELD UNITEDOF WISCONSIN 2001 MANAGEMENTINCENTIVE PLAN 2001 MANAGEMENTINCENTIVE PLAN

EXHIBIT 10.23

UNITED WISCONSIN SERVICES, INC.

AND

BLUE CROSS & BLUE SHIELD

UNITED OF WISCONSIN

2001

MANAGEMENT INCENTIVE PLAN

2001 MANAGEMENT INCENTIVE PLAN

PARTICIPANT:                                                            PAYOUT RANGE:                        of Base

Earnings as defined in 2001 UWSI/

BCBSUW Profit Sharing Plan.

            % for satisfactory performance

            % for targeted performance

            % for outstanding performance

OBJECTIVES

1.               To heighten participant awareness of financial results and to motivate employees to strive for financial success.

2.               To motivate participants to provide excellent service to our customers and to maximize customer satisfaction results.

3.               To motivate key management personnel to stretch performance to meet the documented personal objectives which are of most importance in the attainment of business unit/regional area and corporate goals and objectives.

4.               To maintain a competitive compensation package for highly motivated key management employees and to increase the leverage of performance-based compensation.

ELIGIBILITY

Employees are eligible to participate in the Management Incentive Plan (the “Plan”) based on the number of evaluation points attributed to the position they hold -OR - on holding an exempt position entitled Supervisor or Team Leader, with responsibility for supervising a staff of employees.  In order to be a participant in the 2001 Plan, the following requirements must be met:

1.               The employee must be actively at work on or before June 30, 2001.

2.               The employee must hold the incentive eligible position on or before June 30, 2001.

3.               The employee must have held a management incentive eligible position for at least six consecutive months during calendar year 2001.

4.               The employee must be continuously employed by the corporation through the date of payment (anticipated to be March 2002).

COMPONENTS OF THE PROGRAM

The Plan has 2 components:

1.               Business Unit/Regional Area Objective - 33 1/3%

2.               Individual and/or Local Area Performance Objectives - 66 2/3%

BUSINESS UNIT/REGIONAL AREA OBJECTIVE - 33 1/3%

This Component of the Management Incentive Plan is based on the Business Unit/Regional Area Financial Results (“Local Component”) of the 2001 UWSI/BCBSUW Profit Sharing Plan.  One-third of a participant’s payout from the Management Incentive Plan will be determined by his or her payout from the Local Component of the Profit Sharing Plan according to the following schedule:

Prorated payouts will be made for performance between the stated percentages of payouts from the Local Component of the Profit Sharing Plan.

INDIVIDUAL AND/OR LOCAL AREA PERFORMANCE OBJECTIVES - 66 2/3%

This component of the Plan is a mix of Individual and/or Local Area objectives based on the participant’s Local Area as well as on the participant’s functional responsibilities.  The mix may be any combination of Individual and/or Local Area objectives which together total 66 2/3%.  Individual performance objectives shall be specific and quantifiable and should be set in such a manner as to stretch the participant’s performance.  Local Area objectives may include such things as Local Area expense ratio targets.

Individual and/or Local Area Performance Objectives are to be determined and listed beginning on Page 3 of this document.

PAYMENT OF AWARDS

Management Incentive Plan payments will be made to eligible participants only in years in which an award is made under the Company’s Profit Sharing Plan.  Notwithstanding the previous sentence, the Management Review Committees of the Boards of Directors of United Wisconsin Services, Inc. and Blue Cross & Blue Shield United of Wisconsin (collectively the “Committee”) reserve the right to selectively award bonuses for outstanding performance.

Management Incentive Plan payments will be awarded in cash on or before April 1, 2002.

Participants who otherwise meet eligibility requirements for the Plan Year but who die, become disabled, or retire before the end of the Plan Year, will be eligible for a pro-rata bonus based on the participant’s achievement of his or her goals prior to the termination of employment and on months of completed service during the Plan Year.  Participants who otherwise meet eligibility requirements for the Plan Year but who die, become disabled, or retire before the payment date but after completing the full Plan Year of service, will be eligible for a bonus based on the participant’s achievement of his or her goals.  In the case of death, payment will be made to the participant’s estate.

Employees who otherwise terminate employment with the Corporation prior to the payment date will not be eligible for the bonus payment.

PLAN ADMINISTRATION

The Committee maintains overall responsibility for the Management Incentive Plan and is given complete discretion to administer the Plan and to interpret and/or modify all terms and conditions of the Plan.

The Committee, at its discretion, reserves the right to amend, suspend, or terminate the Management Incentive Plan, provided that no such amendment, suspension, or termination shall reduce or impair the value of any awards after such awards are made by the Committee.