Unity Health Plans

UNITED WISCONSIN SERVICES, INC./
UNITY HEALTH PLANS
INSURANCE CORPORATION


1997 PROFIT SHARING PLAN


1997 PROFIT SHARING PLAN


OBJECTIVES


1. To focus participant awareness on corporate and business unit
financial results and to motivate employees to strive for financial
success.


2. To motivate participants to focus on the importance of providing
excellent service to our customers and to maximize customer
satisfaction results.


ELIGIBILITY


In order to be a participant in the 1997 Profit Sharing Plan ("Plan"), the following requirements must be met:


1. The employee must be actively at work on or before the first day of
the Plan Year, January 2, 1997, and have completed one full year of
service on the last day of the Plan Year, December 31, 1997.


2. The employee must be continuously employed by Unity Health Plans
Insurance Corporation ("Unity") or by one or more of the following
employers: Blue Cross & Blue Shield United of Wisconsin; United
Wisconsin Services, Inc.; Compcare Health Services Insurance
Corporation; United Wisconsin Insurance Company; United Wisconsin Life
Insurance Company; Meridian Resource Corporation; Valley Health Plan;
United Wisconsin Proservices, Inc.; United Heartland, Inc.; Meridian
Managed Care, Inc.; Meridian Marketing Services, Inc.; and Hometown
Insurance Services, Inc. through the date of payment (anticipated to
be in March 1998).


COMPONENTS OF THE PROGRAM


The components of the 1997 Profit Sharing Plan are as follows:


1. Profit Sharing of Combined Financial Results ("Corporate Component")


2. Profit Sharing of Unity Health Plans' Financial Results


3. Profit Sharing Based on Risk Pool Withhold Return


4. Customer Satisfaction Modifier


Profit sharing payouts for each eligible employee will be based on a percentage of Base Earnings paid during the Plan Year. For purpo ...