VOTING TRUST AND DIVESTITURE AGREEMENT



          THIS VOTING TRUST AND DIVESTITURE AGREEMENT (this "AGREEMENT") is made

and entered into as of the 23rd day of March 2001, by and among Cobalt

Corporation, a Wisconsin stock corporation (the "COMPANY"), Wisconsin United for

Health Foundation, Inc., a Wisconsin nonstock corporation (the "BENEFICIARY"),

Wisconsin BC Holdings LLC, a Wisconsin limited liability company and wholly

owned subsidiary of the Beneficiary ("BC HOLDINGS"), and Marshall & Ilsley Trust

Company, a Wisconsin corporation, as trustee (the "TRUSTEE").



                                    RECITALS



          A. The Beneficiary has acquired, indirectly through BC Holdings and

contemporaneous with the execution of this Agreement, 31,313,390 shares of

common stock, no par value per share of the Company (the "Common Stock"),

representing approximately 77.5% of the issued and outstanding shares of Common

Stock.



          B. The Company and its wholly owned subsidiary, Blue Cross & Blue

Shield United of Wisconsin, a Wisconsin stock insurance corporation ("New

BCBSUW") are licensees of the BlueCross BlueShield Association (the "BCBSA"),

thereby enabling the Company and New BCBSUW to use the "Blue Cross" and "Blue

Shield" names and related rights (the "Marks").



          C. The Beneficiary wishes for its investment in the Company to be as

valuable as possible for so long as such investment is maintained and believes

that the Company's and New BCBSUW's licenses to use the Marks will contribute

substantially to the Company's value and its future prospects.



          D. The BCBSA has conditioned the Company's and New BCBSUW's licenses

to continue to use the Marks upon the Company maintaining certain provisions set

forth in this Agreement and in its Articles of Incorporation (as defined below)

(the "BASIC PROTECTIONS") which are intended by the BCBSA to enable the Company

and New BCBSUW to remain independent of the Beneficiary and any other Person (as

defined below) who may in the future acquire shares of Capital Stock (as defined

below) in excess of the Ownership Limit (as defined below) applicable to such

Person.



          E. The Beneficiary has agreed to be bound by the Basic Protections,

including (i) a requirement that the Beneficiary deposit into the voting trust

established by this Agreement (the "VOTING TRUST") all of the shares of Capital

Stock Beneficially Owned (as defined below) by the Beneficiary, and (ii) a

requirement that the Beneficiary reduce its Beneficial Ownership (as defined

below) of each class of Capital Stock to less than eighty percent (80%) of the

issued and outstanding shares of each class of Capital Stock by the first

anniversary of the Closing Date (as defined below), reduce its Beneficial

Ownership of each class of Capital Stock to less than fifty percent (50%) of the

issued and outstanding shares of each class of Capital Stock within three (3)

years following the Closing Date and reduce its Beneficial Ownership of each

class of Capital Stock to less than twenty percent (20%) of the





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issued and outstanding shares of each class of Capital Stock within five (5)

years following the Closing Date, subject to possible extension as provided

herein.



                                    AGREEMENT



          In consideration of the foregoing and the mutual covenants contained

herein and other good and valuable consideration, the receipt and sufficiency of

which is hereby acknowledged, the parties agree as follows:



                                   ARTICLE I

                                  DEFINITIONS



          For purposes of this Agreement, the following terms shall have the

following meanings:



     (a) "ACQUISITION PROPOSAL" means any tender or exchange offer, proposal for

a merger, consolidation or other business combination involving the Company or

any of its subsidiaries or affiliates or any proposal or offer to acquire in any

manner any equity interest in, or any portion of the assets of, the Company or

any of its subsidiaries or affiliates.



     (b) "AFFILIATE," as used with respect to the Beneficiary, has the meaning

ascribed to such term in Rule 12b-2 of the Securities and Exchange Act of 1934,

as amended, and in effect on November 17, 1993, but shall be deemed to not

include the Company and ITS subsidiaries.



     (c) "AGREEMENT" has the meaning set forth in the Preamble hereof.



     (d) "ARTICLES OF INCORPORATION" means the Articles of Incorporation of the

Company as in effect at the time that reference is made thereto.



     (e) "BCBSA" has the meaning set forth in Recital B hereof.



     (f) "BASIC PROTECTIONS" has the meaning set forth in Recital D hereof.



     (g) "BENEFICIAL OWNERSHIP," "BENEFICIALLY OWN" or "BENEFICIAL OWNER" have

the meaning set forth in Section 1 of Article V of the Articles of

Incorporation.



     (h) "BENEFICIARY" has the meaning set forth in the Preamble hereof.



     (i) "BLACKOUT PERIOD" has the meaning set forth in Section 1 of the

Registration Rights Agreement.



     (j) "BOARD OF DIRECTORS" means the Board of Directors of the Company.



     (k) "BYLAWS" means the Bylaws of the Company as in effect at the time that

reference is made thereto.



DELIVERY CHARGES, POSTAGE, AND OTHER MISCELLANEOUS OUT-OF-POCKET EXPENSES

WILL BE CHARGED AS INCURRED. M&I MAY RECEIVE COMPENSATION FROM OUTSIDE MUTUAL

FUNDS, INCLUDING 12b-1 OR OTHER FEES AS INDICATED IN THE PROSPECTUS, FOR

M&I'S RENDERING OF SHAREHOLDER SERVICING, ACCOUNTING AND OTHER ADMINISTRATIVE

SERVICES.





                                       -2-



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     (l) "CAPITAL STOCK" has the meaning set forth in Section 1 of Article V of

the Articles of Incorporation.



     (m) "CHANGE OF CONTROL PROPOSAL" means any agreement, plan or proposal

involving any merger, consolidation or other business combination that, if

consummated in accordance with its terms, would result (i) in any holder of the

voting Capital Stock of the Company, or any other Person, who Beneficially Owned

less than 50.1% of the voting Capital Stock immediately prior to such merger,

consolidation or other business combination owning more than 50.1% of the

outstanding voting securities of the resulting entity arising out of such

merger, consolidation or other business combination, or (ii) in the holders of

the voting Capital Stock of the Company, in the aggregate, immediately prior to

such merger, consolidation or other business combination owning less than 50.1%

of the outstanding voting securities of the resulting entity arising out of such

merger, consolidation or other business combination.



     (n) "CLOSING DATE" means the date hereof.



     (o) "COMPANY" has the meaning set forth in the Preamble hereof.

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