$ Complete Dollar Amount Date ______

PROMISSORY NOTE

${Complete Dollar amount}{Date}______

FOR VALUE RECEIVED, the undersigned Provider NAME an adult resident of the State of Wisconsin ("Borrower"), promises to pay to the order of Group Health Cooperative of South Central Wisconsin ("Lender"), or its assigns, at 1265 John Q. Hammons Drive, Madison, Wisconsin, 53744, or such other place as Lender shall, from time to time, designate in writing to Borrower, the principal sum ofComplete Dollar amount, in lawful money of the United States of America upon the demand of Lender as set forth herein.

Cancellation of Indebtedness. If Borrower remains continuously employed by Lender from the date of this Promissory Note throughend date determinedthe Parties hereby expressly agree that Borrower’s obligation under the preceding paragraph shall be cancelled and extinguished as if paid in full on end date determined. This paragraph shall not constitute a promise of continued employment by Lender.

Interest. The outstanding principal balance of this Promissory Note shall not accrue interest during such period of time as the Borrower is an employee of Lender. Should Borrower cease to be employed by Lender for any reason, this Promissory Note shall commence accruing interest at a rate equal to the interest rate charged to Borrower from time to time under Lenders’s primary revolving credit facility with M&I Marshall & Ilsley Bank or any subsequent financial institution that provides Lender with its primary revolving credit facility. Interest shall commence accruing on the day immediately following the Borrowers date of termination of employment.

Demand for Payment. The outstanding balance of this Promissory Noteand interest accrued to date of demand shall be paid upon one or more demands (a “Demand”), in such amounts as Lender may request from time to time following Borrower’s termination of employment with Lender for any reason, until all amounts due hereunder shall have been paid in full. Each Demand made hereunder shall be made to Borrower in writing, no later than ten (10) days prior to the date payment thereunder is due, and shall specify the amount of the outstanding principal balance hereunder for which payment is being demanded and the date such payment is due.

Repayment. All payments due hereunder shall be made in lawful money of the United States to the Lender at: 1265 John Q. Hammons Drive, Madison, Wisconsin, 53744, or at such other address as the Lender shall indicate in any Demand. Borrower shall have the right to prepay any amount of principal or interest hereunder, in whole or in part, without any penalty.

Default. Failure of Borrower to make any payment of principal and accrued interest pursuant to a Demand on or prior to the date for payment set forth in such Demand shall constitute a default under the terms of this Promissory Note. Upon the occurrence of a default hereunder, at the option of Lender, the unpaid principal balance of this Promissory Note, together with all interest accrued thereon, shall become immediately due and payable. Borrower hereby agrees to pay all costs of collection, including reasonable attorneys’ fees and legal expenses incurred by Lender in enforcing this Promissory Note.

Application of Payments. All payments and prepayments shall first be applied to accrued interest and then to the payment of principal.

No Waiver by Lender. Lender’s failure at any time or times hereafter to require strict performance of Borrower of any of the provisions, terms and conditions contained in this Promissory Note shall not waive, affect or diminish any right of Lender at any time or times to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of Lender or its agents unless such waiver is in writing and directed to Borrower specifying such waiver. No delay on the part of Lender in the exercise of any such right or remedy shall operate as a waiver thereof, and no single or partial exercise by Lender of any right or remedy shall preclude the further exercise thereof or the exercise of any other right or remedy.

Waiver by Borrower. Borrower hereby waives presentment, protest and notice of nonpayment.

Governing Law. This Promissory Note shall be governed by the internal laws of the State of Wisconsin, except to the extent superseded by federal law. Whenever possible, each provision of this Promissory Note shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Promissory Note shall be prohibited by or be invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Promissory Note.

Borrowers Copy. Borrower acknowledges receipt of an exact copy of this note.

IN WITNESS WHEREOF, Borrower has caused this Promissory Note to be duly executed as of the date first above written.

______Name, Borrower