COCA COLA CO
EXECUTIVE MEDICAL PLAN, AS AMENDED AND RESTATED 1/1/2001
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>8
<FILENAME>x10-10.txt
<DESCRIPTION>EXECUTIVE MEDICAL PLAN, AS AMENDED AND RESTATED 1/1/2001
<TEXT>
                                                                EXHIBIT 10.10


                           EXECUTIVE MEDICAL PLAN OF
                             THE COCA-COLA COMPANY
                                 (PLAN NO. 549)

                            AS AMENDED AND RESTATED
                           EFFECTIVE JANUARY 1, 2001

     The Coca-Cola  Company (the "Plan Sponsor")  adopted The Coca-Cola  Company
Supplemental  Medical  Expense  Plan on May 4, 1982 (the  "Plan").  On August 1,
1989, the Plan Sponsor  executed a Plan  Instrument  effective July 1, 1982. The
Plan was further  amended  effective  January 1, 1989 by  Amendment  No. 1 dated
August 1, 1989.

     The Plan Sponsor  does hereby  amend and restate the Plan in its  entirety,
effective as of January 1, 2001.  This  amendment and  restatement  reflects the
renaming of the Plan as the  "Executive  Medical Plan of The Coca-Cola  Company"
and the new Insurer for the Group Policy incorporated herein by reference.


1.   Purpose

     The  purpose  of the  Plan is to  provide  eligible  employees  of the Plan
Sponsor and its participating  affiliates with additional  financial security in
the event of death or disability.  An individual shall be treated as an employee
under  this Plan for any  period  only if (i) he or she is  actually  classified
during  such  period by the Plan  Sponsor or a  participating  affiliate  on its
payroll,  personnel  and benefits  system as an employee,  and (ii) he or she is
paid for  services  rendered  during such period  through the payroll  system as
distinguished  from the accounts  payable  department of the Plan Sponsor or any
participating  affiliate.  No other  individual  shall be treated as an employee
under  this Plan for any period  regardless  of his or her  status  during  such
period as an employee under common law or under any statute.

     The Plan Sponsor  intends  that the Plan  constitute  an "employee  welfare
benefit  plan" under the Employee  Retirement  Income  Security Act of 1974,  as
amended  ("ERISA")  and that  the  Plan be  maintained  in  compliance  with all
applicable  provisions  of ERISA  and the  Internal  Revenue  Code of  1986,  as
amended.

2.   Eligibility Requirements and Benefit Coverages Provided

     Benefits provided under the Plan shall be provided through the purchase and
maintenance of one or more Group  Insurance  Policies (the "Group Policy") which
the officers of the Plan Sponsor are  authorized  to enter into with one or more
insurance  companies (the "Insurer") with respect to the Plan. Plan requirements
respecting  eligibility for participation and benefits shall be the requirements
as to  employees  to be insured as set forth in the Group  Policy.  The  persons
entitled to benefits under the Plan shall be the employees  insured as set forth
in the Group Policy and their  beneficiaries  designated in accordance  with the
terms,  provisions  and  conditions of the Group Policy.  The benefits under the
Plan  shall be  provided  by the Group  Policy  in  accordance  with the  terms,
provisions  and  conditions  of the Group  Policy.  The  affiliates  of the Plan
Sponsor whose  employees may  participate in the Plan shall be those  affiliates
specified in the Group Policy.

<PAGE>

3.   Plan Administrator

     The  Director of Employee  Benefits of the Plan  Sponsor  shall be the Plan
Administrator of the Plan. The Plan Administrator may authorize any other person
to sign  communications  and to execute  documents  on his or her behalf and may
delegate  such of his or her duties and  responsibilities  under the Plan as the
Plan  Administrator  considers to be in the best interest of the Plan.  The Plan
Administrator  may employ one or more  persons to render  advice with respect to
any of the Plan Administrator's responsibilities under the Plan.

4.   Named Fiduciary and Administration of the Plan

     (a) The Plan  Administrator  shall have the  exclusive  responsibility  and
complete discretionary  authority to control the operation and management of the
Plan, with all powers  necessary to enable him or her to properly carry out such
responsibility,  including,  but not limited to, the power to construe the terms
of this Plan, to determine status, coverage and eligibility for benefits (except
to the extent  delegated to the Insurer under Section 4(b) of the Plan),  and to
resolve all interpretive,  equitable and other questions that shall arise in the
operation and administration of the Plan. All actions and determinations made by
the Plan Administrator shall be final, conclusive and binding on all persons.

     (b) Claims for  benefits  under the Plan are to be submitted to and payment
of claims will be made by the Insurer as provided in the Group  Policy.  A claim
which is denied by the Insurer  shall be  reviewed by the Insurer in  accordance
with the  procedure  as provided in the Group  Policy,  and the  decision of the
Insurer on any claim shall be final. The Insurer shall be the "named  fiduciary"
under the Plan for the purpose of such  review and all  decisions  thereon.  The
Insurer's  decision on any claim shall be final,  conclusive  and binding on all
persons.  Except as provided in Section 4(c) of the Plan, the Insurer shall have
the exclusive  responsibility and complete  discretionary  authority to make all
decisions  with  respect to claims,  with all powers  necessary  to enable it to
properly carry out such responsibility, including, but not limited to, the power
to construe the terms of the Group  Policy,  to determine  status,  coverage and
eligibility of claims,  and to resolve all interpretive and other questions that
shall arise while doing so. All such  actions or  determinations  of the Insurer
shall be final, conclusive and binding on all persons.

     (c)  Notwithstanding  Section  4(b),  the Plan  Administrator,  and not the
Insurer,  shall have the  exclusive  responsibility  and complete  discretionary
authority to determine  whether an  individual  has been  classified on the Plan
Sponsor's or a participating affiliate's payroll,  personnel and benefits system
for any period as its employee for purposes of this Plan and shall be the "named
fiduciary" under the Plan for such purpose.  All actions and determinations made
by the Plan  Administrator  in the scope of his or her authority  under the Plan
shall be final, conclusive and binding on all persons.

5.   Plan Year

     The plan year for the Plan shall coincide with the policy year of the Group
Policy.

                                      -2-

<PAGE>

- 2 -

6.   Financing the Plan

     All Plan benefits shall be funded through the purchase of the Group Policy;
provided,  however,  that any payments made to or credits to the Plan Sponsor in
accordance with the experience  rating  provisions,  if any, of the Group Policy
shall be the separate property of the Plan Sponsor.  Eligible  employees covered
under the Plan shall make such  contributions to the cost of the Group Policy as
the Plan Administrator may require from time to time.

7.   Plan Expenses

     All reasonable and proper expenses incurred in administering the Plan shall
be paid by the Plan unless the Plan Sponsor, in its absolute discretion,  elects
to pay any or all of such expenses.

8.   Limitation of Rights

     The Plan shall not give any  employee,  former  employee or  dependent  any
right or claim except to the extent that such right is specifically  fixed under
the terms of the Plan. Neither the establishment nor the continuance of the Plan
shall be  construed as giving any employee a right to be continued in the employ
of the Plan  Sponsor or any  affiliate or as  interfering  with the right of the
Plan Sponsor or any affiliate to terminate the employment of any employee at any
time.

9.   Failure of Enforcement as Waiver

     The failure of the Plan Sponsor, the Plan Administrator,  or the Insurer to
enforce at any time any of the provisions of the Plan, or to require at any time
performance of any of the  provisions of the Plan,  shall in no way be construed
to be a waiver of such provisions,  nor in any way to effect the validity of the
Plan or any part thereof or the right of the Plan Sponsor,  Plan  Administrator,
or Insurer to thereafter enforce each and every such provision.

10.  Amendment and Termination of the Plan

     The Plan Administrator may terminate,  suspend, amend or modify the Plan in
whole or part at any time for any  reason  (including,  without  limitation,  to
reduce or eliminate coverage for one or more groups of individuals and to change
or increase at any time the amounts  payable by covered  persons  under the Plan
including,  without limitation,  the amounts of contributions  required for Plan
coverage), by written action, and any such termination, suspension, amendment or
modification may be made retroactively and, further, may be made without advance
notice to any person;  provided,  however,  that no  amendment to the benefit or
other  provisions  of the Group  Policy may be made  without the approval of the
Insurer.

11.  Applicable Law

     The Plan shall be  construed,  administered  and  governed in all  respects
under and by the laws of the State of Georgia, except to the extent that Federal
law is controlling.


                                     - 3 -
<PAGE>


     IN WITNESS WHEREOF,  the undersigned duly authorized Plan Administrator has
executed this amended and restated Plan on the 25 day of June, 2001.

                                        THE COCA-COLA COMPANY



                                        By: /s/ Barbara S. Gilbreath
                                            ----------------------------
                                            Director of Employee Benefits









[2001_Restated_Exec_Med_Plan.doc]



                                      -4-
<PAGE>














                        APPLICATION FOR GROUP INSURANCE

                                       TO

                      UNITED HEALTHCARE INSURANCE COMPANY
                             Hartford, Connecticut

Employer - The Coca-Cola Company

Address - One Coca-Cola Plaza, Atlanta, Georgia 30313

The Employer applies for a Group Policy to cover its eligible Employees.

Employees of affiliated  organizations  under common control of the Employer may
be covered. The Employer will have to request in writing that they be covered.

The Employees of other  affiliated  organizations  will have coverage started or
stopped  when the Employer  requests  the Company in writing to do so.  Coverage
will start or stop according to the rules of the policy.

The term  "Employer"  will mean the Employer named above.  It will also mean any
affiliated organization the Employer has included under the policy.

The Employer will  represent any  affiliated  organizations  included  under the
policy. The Employer will take any required actions for them.

The  company  identifies  the  policy as Policy  Number  GA-195732.  The  policy
includes  any and all riders  attached to it. The  Employer  has approved it and
accepts its terms.

The policy will take effect on January 1, 2001.  Premium  payments  are required
each month.

Any earlier application for the policy is replaced by this application.



Dated at:  Atlanta, Georgia             THE COCA-COLA COMPANY

May 31, 2001
-------------------                     By: /s/ Coretha M. Rushing
                                           --------------------------------
                           Official Title:  Coretha Rushing
                                            Senior Vice President,
                                            Human Resources

Witness: /s/ Sharon Ray
         --------------------



<PAGE>


                      United HealthCare Insurance Company

                             450 COLUMBUS BOULEVARD
                             HARTFORD, CONNECTICUT
                                A STOCK COMPANY
                        (Hereinafter called the Company)


Employer - The Coca-Cola Company

           and any affiliated organizations included under this policy.

Policy Number - GA-195732

Effective Date - January 1, 2001

First Policy Anniversary - January 1, 2002

Subsequent Policy Anniversaries - each January 1

State or other Jurisdiction of Issue - Georgia

The  Company  agrees to  insure  the  Employer's  eligible  Employees  and their
eligible Dependents.  The Company will do this while this policy stays in force.
The  Company  agrees to pay the  benefits of this  policy to the  Employee.  The
details  of the  benefits  are  shown in the  Certificate(s)  of  Insurance  and
Notice(s) of Amendment which form a part of the policy.

Premiums

The  Employer has applied for this policy and  understands  that it must pay the
required  premium to the Company to get the  insurance  and to keep it in force.
The Premium Due Date is the first day of each calendar month.

When This Policy Will Take Effect

This policy will take effect at the  Employer's  address on the  Effective  Date
above,  its date of issue.  All  periods of time that  apply to this  policy are
deemed to begin and end at 12:01 A.M. at the Employer's address.

United  HealthCare  Insurance  Company witnesses that this policy is executed on
its date of issue at Hartford, Connecticut.


                                      /s/ P. A. Michaud
                                      ---------------------------------
                                             Policy Registrar


            Group Health Insurance: Non-Participating Term Insurance
      Which can be Discontinued by the Company as Described in the Policy


P-CV1, P-Pl1, P-PP2, P-DP1.


<PAGE>

                           PLAN OF INSURANCE COVERAGE

1.   All of the benefits and provisions in the  Certificate(s)  of Insurance and
     Notice(s) of Amendment  issued for the  Employees  shown in Paragraph 3 are
     included in and made a part of this policy.

2.   When a reference to "you" or "your" is made in any Certificate of Insurance
     or Notice of Amendment, it will be a reference to an insured Employee.

3.   The Certificate(s) of Insurance and Notice(s) of Amendment, each identified
     by a Document Number,  the description of the Employees,  and the Effective
     Date(s) of the  Certificate(s)  of Insurance and Notice(s) of Amendment are
     shown  below.  The  Effective  Date  is the  date  that  the  benefits  and
     provisions of the Certificate of Insurance or Notice of Amendment are to be
     included in the policy.

          Employees             Document Number              Effective Date

      All Eligible Employees        03682423                 January 1, 2001



<PAGE>


                               POLICY PROVISIONS

                                 Premium Rates

The monthly premium for each insured Employee is as follows:

*    $253.52 for Employee only coverage.

*    $519.19 for Employee plus Spouse coverage.

*    $732.15 for Employee plus Family coverage.


                    The Company's Right to Change the Rates

The Company can change the premium rates on:

*    A Premium Due Date.

*    The date of a change in Plan benefits or provisions.

*    The effective date of any change in federal laws or state regulations which
     affect the Company's obligations under this policy.

The Company also has the right to change the rates  retroactive to the Effective
Date  if an  Employee  makes  a  material  misrepresentation  that  affects  the
conditions under which the policy was issued.

However,  the Company may not increase the rates before  either of the following
times,  except for an  increase  due to a change in the number of  Employees,  a
change in Plan,  a change  in  federal  laws or state  regulations  or  Employee
misrepresentation:

The first Policy Anniversary.

12 months after a previous increase in premium rates.

The  Employer  will be notified  at least 60 days in advance of any  increase in
premium rates.

                        Premiums: Where and How Payable

Premium is the money paid by the Employer to the Company for insurance coverage.
Premiums are paid at the Home Office or to an  authorized  agent of the Company.
Premiums are paid in advance each month on or before the Premium Due Date except
that premiums for each conversion policy or certificate issued during a calendar
quarter are paid to the Company quarterly in arrears.

The  first  premium  is due on and  must be paid  by the  Effective  Date of the
policy.


                       Premium Computation and Adjustment

Premium Computation

Each  monthly  premium  is  calculated  based on the number of  enrollees,  each
enrollee's coverage  classification the Company shows in its records at the time
of the calculation and the premium rates then in effect.

<PAGE>



The Employer shall notify the Company in writing within 30 days of the effective
date of additions,  terminations or other changes. The Employer shall notify the
Company in writing each month of any changes in the coverage  classification  of
any enrollee.

Premium Adjustment

The Company will make a retroactive adjustment of the premium for any additions,
terminations  or changes in coverage  classification  not shown in the Company's
records at the time premium is calculated.

No retroactive credit will be made for:

*    any change  which  occurs more than 60 days prior to the date the  Employer
     notifies the Company of the change

*    any month in which an individual  has received  services or supplies  under
     the terms of the policy.

The Employer  may notify the Company in writing to end the policy  during a time
for which  premium has been paid.  The Company  will make an  adjustment  of the
premium to the  Employer  for the time  between the date the policy ends and the
end of the period for which premium has been paid.


                              Retrospective Rating

Insurance under this policy is subject to retrospective  experience rating. This
means that the Company may at the end of any policy year retrospectively reduce,
but not increase, the premium for such policy year due to claims experience. The
claims  experience of the class of business as a whole, of which the Employer is
a part, and to the extent allowed by law, the claims experience of each Employer
under this policy will be used to  determine  the premium  rates.  To the extent
allowed  by law,  the  rates  may also be based on some or all of the  following
characteristics  of  the  Employer:   age,  sex,  family  status,   industry  or
occupation,  size  of  the  Employer,  location  of the  Employer,  underwriting
classification,  duration  of  coverage  since  underwriting,  health  status of
covered individuals,  benefit plan design, and such other factors as the Company
may determine from time to time.


                                  Grace Period

This  section  applies  only to  premiums  due after the  Effective  Date of the
policy.

If  premiums  are not paid by a Premium  Due Date,  the policy will only stay in
force for 31 days.  The Employer must pay premiums for the time the policy stays
in force.  If written  notice to end the policy is given by the Employer  before
the end of the 31 days, an adjustment of the premium will be made.


                       Employee's Individual Certificate

The Company will issue  Certificates  of Insurance  and any  attachments  to the
Employer  for  delivery  to  each  covered  Employee.  The  certificate  and any
attachments  will show all the benefits and  provisions of the health  insurance
plan.


                         Employer's Information Reports

The Company needs  certain  data. It is used to figure  amounts of insurance and
premiums. The Employer must give the data when it is requested by the Company.


<PAGE>




                      Inspection of Records by the Company

The Company has the right to inspect  records of the Employer that relate to the
insurance or the  premiums.  The Company will have this right at all  reasonable
times.


                                Entire Contract

This policy is governed by the laws of the State or other Jurisdiction of Issue.
The entire contract is made up of the following:

*    This policy, including all Certificates and any attachments.

*    The Employer's application,

*    The Employees' applications, if there are any.

Unless there is fraud,  all statements made by the Employer or Employees will be
considered as statements of fact, not as guarantees.

A covered  person's  statement  can not be used in defense to a claim  under the
policy unless a copy of the statement has been given to the person.


                                 Clerical Error

Clerical  error shall not  deprive  any person of  coverage  under the policy or
create a right to  benefits.  Failure  to report the  termination  of a person's
coverage shall not continue such coverage beyond the date it is scheduled to end
according to the terms of the policy.  Upon discovery of a clerical  error,  any
necessary appropriate  adjustment in premium shall be made. However, the Company
will not make an  adjustment  in  premium or  coverage  for more than 60 days of
coverage  prior to the date the Employer  notifies the Company of such  clerical
error.

                                 Modifications

No one can change the  policy,  any of its  conditions  or the  Premium Due Date
without the written consent of the Company.

The Company can change the policy  (including the benefits and provisions in the
Certificates of Insurance) on a Policy Anniversary. The change must be effective
on a uniform  basis on all policies  which provide the same type of group health
product in the small  and/or  large  group  market.  Employer  agreement  is not
needed.

The policy can also be changed if the Company and the Employer  agree.  Employee
agreement is not needed.

Any  change  has to agree  with the laws of the State or other  Jurisdiction  of
Issue.

Any change has to be signed by an Officer of the  Company  and  attached to this
policy before it is valid.

Benefits  can not be  reduced  for an  expense  incurred  before the date of the
change.


                    No Replacement for Workers' Compensation

This policy does not replace Workers' Compensation or affect any requirement for
Workers' Compensation


<PAGE>


coverage.



                            Discontinuance of Policy

The policy and all of the insurance ends on the earliest of the following:

*    The date the  premium  is not paid  when due.  Unless  the  Employer  gives
     advance  written notice to the Company to end the policy,  the Grace Period
     applies. During the Grace Period the policy stays in force for 31 days. The
     Employer must pay premium for the time the policy stays in force. The Grace
     Period applies even if the Employer  replaces this policy with another plan
     of insurance but has not given notice to the Company.

*    The first  Premium Due Date after the  Employer  gives the Company  written
     notice to end the policy.  If the Employer does not give advance notice and
     the policy ends because the premium is not paid, the Grace Period  applies.
     During the Grace Period the policy stays in force for 31 days. The Employer
     must pay premium for the time the policy  stays in force.  The Grace Period
     applies  even if the  Employer  replaces  this policy with  another plan of
     insurance but has not given notice to the Company.

*    The date  specified  by the  Company,  in  advance  written  notice  to the
     Employer, that the policy is discontinued for one of the following reasons:

       * The Employer has  performed an act or practice that is fraud or made an
         intentional  misrepresentation  of material fact under the terms of the
         policy.  The Company  has the right to rescind  this policy back to the
         effective date.

       * The  Employer  has  failed  to  comply  with  the  Company's   employer
         contribution or group participation rules.

       * The number of Employees  changes such that a large  employer  becomes a
         small employer.  The small employer will be given the option to buy all
         other group  health  coverage  currently  offered by the Company in the
         small group market.

       * The Company has stopped  issuance of the type of group health  coverage
         provided  by this  policy in a state for the small  and/or  large group
         market.  The  Company  will give notice of the  discontinuation  to the
         Employer  and  Employees  at  least  90 days  prior  to the date of the
         discontinuation.  The Employer will be given the option to buy all (or,
         if the  Employer  is a  large  employer,  any)  other  health  coverage
         currently offered by the Company.

       * The  Company has stopped  issuance  of all group  health  coverage in a
         state for the small  and/or large group  market.  The Company will give
         notice of the  discontinuation  to the applicable state authority,  the
         Employer  and  Employees  at  least  180  days  prior  to the  date  of
         discontinuation.

*    There are no longer any Employees who reside or work in the network service
     area.

*    The terms small  employer,  small group  market,  large  employer and large
     group market will have the meaning given to them under  applicable state or
     federal law.


                                 END OF POLICY


<PAGE>

                      UNITED HEALTHCARE INSURANCE COMPANY

CERTIFICATE OF COVERAGE

This  Certificate  of  Coverage  ("Certificate")  sets  forth  your  rights  and
obligations under this coverage.  It is important that you READ YOUR CERTIFICATE
CAREFULLY and familiarize yourself with its terms and conditions.

The Policy provides payment for certain medical  expenses not otherwise  covered
under The Health Benefit Plan of The Coca-Cola Company or under any other health
benefit plan in which you are enrolled.  See the  definition  of Covered  Health
Service in Section 1 and Section 8 "Covered Health Services".

United Healthcare  Insurance Company ("Company") agrees with the Enrolling Group
to  provide  Coverage  to  you  and  your  Dependents,  subject  to  the  terms,
conditions,  exclusions and  limitations of the Policy.  The Policy is issued on
the basis of the  Enrolling  Group's  application  and  payment of the  required
Policy Charges. The Enrolling Group's application is made a part of the Policy.

The Company shall not be deemed or construed as an employer for any purpose with
respect to the  administration  or  provision  of benefits  under the  Enrolling
Group's  benefit plan. The Company shall not be  responsible  for fulfilling any
duties or  obligations  of an employer  with  respect to the  Enrolling  Group's
benefit plan.

The Policy  shall take effect on the date  specified  and will be  continued  in
force by the timely payment of the required Policy Charges when due,  subject to
termination of the Policy as provided. All Coverage under the Policy shall begin
at 12:01 a.m. and end at 12:00 midnight at the Enrolling Group's address.

The Policy is delivered in the State of Georgia and is governed by ERISA.





IN4                                                                       2


<PAGE>

                               TABLE OF CONTENTS

Section 1       Definitions                                             3



Section 2       Eligibility and Effective Date of Coverage              6

Section 3       Termination of Coverage                                 6

Section 4       Reimbursement                                           7

Section 5       General Provisions                                      9

Section 6       Coordination of Benefits                                10

Section 7       Continuation of Coverage                                16

Section 8       Covered Health Services                                 19

Section 9       General Exclusions                                      20






TC

<PAGE>

SECTION 1

DEFINITIONS

This  section  defines the terms used  throughout  this  Certificate  and is not
intended to describe covered or uncovered services.

"Amendment" - any attached  description of additional or alternative  provisions
to the  Policy.  Amendments  are  effective  only when  signed  by the  Company.
Amendments  are subject to all  conditions,  limitations  and  exclusions of the
Policy except for those which are specifically amended.

"Calendar  Year Maximum" - the maximum  amount of Covered  Medical  Expenses the
Plan  Sponsor  will pay during  any  calendar  year  period of January 1 through
December 31.

"Covered  Health  Services" -  Copayments,  coinsurance,  and annual  deductible
charges that are assessed to you in connection  with services  covered under The
Coca-Cola Company Health Benefit Plan.

"Coverage" or "Covered" - the  entitlement by a Covered Person to  reimbursement
for Health Services covered under the Policy, subject to the terms,  conditions,
limitations  and exclusions of the Policy.  Health Services must be incurred (1)
when  the  Policy  is in  effect;  and (2)  prior  to the  date  that any of the
individual  termination  conditions of Section 3.1 occur;  and (3) only when the
recipient is a Covered Person and meets all eligibility  requirements  specified
in the Policy.

"Covered Person" - either the Subscriber or an Enrolled  Dependent,  but applies
only while Coverage of such person under the Policy is in effect.  References to
"you" and "your" throughout this Certificate are references to a Covered Person.

"Dependent" -

* Your lawful spouse.  Legally  separated  spouses are not  considered  eligible
family members.  Common-law  spouses are not considered  eligible family members
unless they live in a state that recognizes common-law marriages.

*    Same-sex domestic partners who:

     * is an individual who is the same-sex as the associate;

     * is at least 18 years old;

     * is neither  married to anyone else nor is the domestic  partner of anyone
       other than the associate;

     * is the associate's  sole same-sex  domestic partner and intends to remain
       so indefinitely;


    DE4                                 4
<PAGE>

     * lives with the associate in the same permanent residence;

     * is jointly responsible,  with the associate, for each other's welfare and
       basic living expenses ("financial interdependence");

     * is competent to enter a binding contract under the law; and

     * is not related to the  associate in a blood  relationship  that would bar
       marriage under the law for opposite sex couples;

*    Your  unmarried  dependent  children  under  the age of 19 if the  child is
     dependent upon you for financial support and maintenance;

*    Your unmarried children under the age of 24 who are registered  students in
     regular  full-time  attendance  (at least 12 credit hours) at an accredited
     secondary school,  college,  university,  or vocational or trade school and
     who primarily depend on you for financial support and maintenance; and

*    Your disabled  children who were covered under the plan and disabled at the
     time  their  dependent  coverage  would  otherwise  have  ended  because of
     reaching  the maximum  age,  who are  incapable  of  self-support  due to a
     physical or mental incapacity.  Proof of total disability must be furnished
     within 31 days after the date on which your child's coverage would normally
     cease and from time to time thereafter as requested by the Company.


"Eligible  Expenses" - Eligible  Expenses are calculated by the Company based on
available data resources of competitive fees in that geographic area.

Eligible  Expenses  must not exceed the fees that the provider  would charge any
similarly situated payor for the same services.

Eligible  Expenses are determined  solely in accordance  with Our  reimbursement
policy  guidelines.  We develop  Our  reimbursement  policy  guidelines,  in Our
discretion,  following  evaluation  and  validation of all provider  billings in
accordance with one or more of the following methodologies:

*    as  indicated  in  the  most  recent  edition  of  the  Current  Procedural
     Terminology (publication of the American Medical Association);

*    as reported by generally recognized professionals or publications;

*    as utilized for Medicare;

*    as determined by medical staff and outside medical consultants;

*    pursuant to other appropriate source or determination that We accept.

"Eligible  Person" - (1) an employee of the Enrolling Group; or (2) other person
who meets the eligibility requirements specified in both the application and the
Policy.

"Enrolled Dependent" - a Dependent who is properly enrolled for Coverage

DE4

                                        5
<PAGE>


under the policy.

"Enrolling  Group"  -  the  employer  or  other  defined  or  otherwise  legally
constituted group to whom the Policy is issued.

"Experimental,  Investigational  or  Unproven  Services"  -  medical,  surgical,
diagnostic,   psychiatric,  substance  abuse  or  other  health  care  services,
technologies,  supplies, treatments, procedures, drug therapies or devices that,
at the time the Company makes a determination regarding coverage in a particular
case, is determined to be:

A.   not  approved  by the  U.S.  Food  and Drug  Administration  ("FDA")  to be
     lawfully  marketed for the proposed use and not  identified in the American
     Hospital  Formulary Service or the United States  Pharmacopoeia  Dispensing
     Information as appropriate for the proposed use; or

B.   subject to review and  approval by any  institutional  review board for the
     proposed use; or

C.   the subject of an ongoing  clinical  trial that meets the  definition  of a
     Phase 1, 2 or 3 clinical trial set forth in the FDA regulations, regardless
     of whether the trial is actually subject to FDA oversight; or

D.   not demonstrated through prevailing  peer-reviewed medical literature to be
     safe and effective for treating or diagnosing  the condition or illness for
     which its use is proposed.

The Company,  in its  judgment,  may deem an  Experimental,  Investigational  or
Unproven  Service a Covered  Health  Service  for  treating  a life  threatening
Sickness or condition if it is determined by the Company that the  Experimental,
Investigational or Unproven Service at the time of the determination:

A.   is safe with promising efficacy;

B.   is provided in a clinically controlled research setting; and

C.   uses a specific research protocol that meets standards  equivalent to those
     defined by the National Institutes of Health.

(For the  purpose of this  definition,  the term "life  threatening"  is used to
describe  Sicknesses or conditions  that are more likely than not to cause death
within one year of the date of the request for treatment.)

"Full-time  Student" - a dependent  enrolled  in at least 12 credit  hours as an
accredited secondary school, college,  university, or vocational or trade school
and whom primarily depend on you for financial support and maintenance.

"Health  Services" - the health care  services  and supplies  Covered  under the
Policy,  except to the extent that such health care  services  and  supplies are
limited or excluded.

"Physician" - any Doctor of Medicine,  "M.D.," or Doctor of Osteopathy,  "D.O.,"
who is duly licensed and qualified by law. Note: Any duly licensed podiatrist,


DE4
<PAGE>

                                       6

dentist,  psychologist,  chiropractor,  optometrist  or other  provider who acts
within the scope of his or her license will be considered on the same basis as a
Physician.  Designation of a provider as a Physician does not mean that Benefits
are available.

"Policy" - the group Policy, the application of the Enrolling Group.  Amendments
and Riders which constitute the agreement regarding the benefits, exclusions and
other conditions between the Company and the Enrolling Group.

"Rider" - any attached  description of Health Services Covered under the Policy.
Health  Services  provided  by a Rider may be subject  to payment of  additional
Premiums.  Riders are effective  only when signed by the Company and are subject
to all  conditions,  limitations  and  exclusions of the Policy except for those
that are specifically amended.

"Subscriber"  - an Eligible  Person who is properly  enrolled for Coverage under
the Policy.  The Subscriber is the person who is not a Dependent on whose behalf
the Policy is issued to the Enrolling Group.


SECTION 2

EFFECTIVE DATE OF COVERAGE


Section  2.1  Effective  Date  of  Coverage.  Coverage  for  you and any of your
Dependents  is  effective on the date  specified  in the Policy.  In no event is
there Coverage for Health  Services  rendered or delivered  before the effective
date of Coverage.

Section 2.2 Coverage for a New Eligible Person. Coverage for you and any of your
Dependents shall take effect on the date specified in the Policy.  Employees and
their eligible dependents must enroll for coverage within 31 days from when they
first became eligible.

Section  2.3  Coverage  for  a  Newly  Eligible  Dependent.  Coverage  for a new
Dependent acquired by reason of birth,  legal adoption,  placement for adoption,
court or administrative  order, or marriage shall take effect on the date of the
event.  Coverage is effective only if the Company  receives any required Premium
and is notified of the event within 31 days.


SECTION 3


TERMINATION OF COVERAGE

Section 3.1 Conditions for  Termination of an Eligible  Person's  Coverage Under
the Policy.  The Company may, at any time,  discontinue this benefit plan and/or
all similar plans for the reasons specified in the Policy. When your



DE4
                                       7
<PAGE>


Coverage  terminates,  you may have  continuation  privileges  as  described  in
Section 7 or as provided under other applicable federal and/or state law.

Your Coverage, including coverage for Health Services rendered after the date of
termination  for medical  conditions  arising prior to the date of  termination,
shall automatically terminate on the earliest of the dates specified below.

A.   The date the entire Policy is terminated, as specified in the Policy.

B.   The date you cease to be eligible.

C.   The date the Company  receives  written notice from the Enrolling Group the
     Company to terminate  Coverage or the date  requested  in such  notice,  if
     later.

Section 3.2 Extended Coverage for Handicapped  Dependent Children.  Coverage for
your disabled  children who were covered under the plan and disabled at the time
their  dependent  coverage  would have  otherwise  ended because of reaching the
maximum  age,  who are  incapable  of  self-support  due to a physical or mental
incapacity. Proof of total disability must be furnished within 31 days after the
date on which your child's  coverage  would normally cease and from time to time
thereafter as requested by the claims administrator.

Section 3.3 Payment and Reimbursement Upon Termination.  Termination of Coverage
shall not affect any request for  reimbursement of Eligible  Expenses for Health
Services  rendered prior to the effective date of termination.  Your request for
reimbursement must be furnished as required in Section 4.

SECTION 4

REIMBURSEMENT

Section 4.1 Reimbursement of Eligible Expenses.  The Company shall reimburse you
for  Eligible  Expenses  subject  to  the  terms,  conditions,   exclusions  and
limitations of the Policy and as described in 4.4

Section  4.2 Filing  Claims for  Reimbursement  of  Eligible  Expenses.  You are
responsible for submitting a claim to the Company's  office,  on a form provided
by or  satisfactory  to the Company.  Claims should be submitted  within 90 days
after date of service. Unless you are legally incapacitated,  failure to provide
this  information  to the  Company  within 1 year of the date of  service  shall
cancel or reduce Coverage for the Health Service.

Subject  to written  authorization  from you,  all or a portion of any  Eligible
Expenses due may be paid directly to the provided of the Health Services instead
of being paid to you.

Written  proof of loss should be given to the  Company  within 90 days after the
date of the loss. If it was not reasonably possible to give written proof in the
time


TE(99)
                                        8

<PAGE>

required,  the  Company  will not  reduce  or deny the  claim  for this  reason.
However,  proof must be filed as soon as reasonably possible,  but no later than
one year after the date of service.

It is not necessary to include a claim form with the proof of loss. If you would
like to use a claim  form,  contact the Company and a claim form will be sent to
you. If you do not receive the claim form within 15 days of your  request,  send
in the proof of loss with the following information:

        A.      Your name and address

        B.      Patient's name and age

        C.      Number stated on Your ID card

        D.      The name and address of the provider of the service(s)

        E.      A diagnosis from the Physician

        F.      Itemized bill which includes the CPT codes or description of
                each charge

        G.      Date Injury or Sickness began

        H.      A statement indicating either that You are, or You are not,
                enrolled for coverage under any other health insurance plan or
                program.  If You are enrolled for other coverage You must
                include the name of the other carrier(s).


Section 4.3  Payment of Claims.  Benefits  are payable  within 45 days after the
Company receives acceptable proof of loss. Benefits will be paid to you unless:

A.   the provider  notifies the Company that your signature is on file assigning
     benefits directly to that provider; or

B.   you make a written request at the time the claim is submitted.

Section 4.4 Limitation of Action for Reimbursement. You do not have the right to
bring  any  legal   proceeding   or  action   against  the  Company  to  recover
reimbursement  until 90 days after you have  properly  submitted  a request  for
reimbursement,  as described above. If you do not bring such legal proceeding or
action against the Company  within 3 years of the  expiration  date, you forfeit
your rights to bring any action against the Company.



RE4

                                       9
<PAGE>

SECTION 5

GENERAL PROVISIONS


Section 5.1 Entire Policy. The Policy,  including the Certificate of Coverage as
Attachment A, the  application,  Amendments and Riders,  constitutes  the entire
Policy.  All statements made by the Enrolling Group or by a Subscriber shall, in
the absence of fraud, be deemed representations and not warranties.

Section 5.2 Time Limit on Certain  Defenses.  No statement,  except a fraudulent
statement, made by the Enrolling Group shall be used to void the Policy after it
has been in force for a period of two years.

Section 5.3 Amendments and  Alterations.  Amendments to the Policy are effective
upon 31 days written notice to the Enrolling Group.  Riders are effective on the
date specified by the Company. No change will be made to the Policy unless it is
made by an Amendment or a Rider which is signed by an officer of the Company. No
agent has authority to change the Policy or to waive any of its provisions.

Section 5.4 Relationship Between Parties. The relationships  between the Company
and providers and relationships  between the company and Enrolling  Groups,  are
solely  contractual  relationships  between  independent  contractors.   Network
providers and Enrolling  Groups are not agents or employees of the Company,  nor
is the Company or any  employee of the Company an agent or employee of providers
or Enrolling Groups.

The  relationship  between a provider and any Covered Person is that of provider
and patient. The provider is solely responsible for the services provided to any
Covered Person.

The  relationship  between the  Enrolling  Group and Covered  Persons is that of
employer and employee,  Dependent or other Coverage classification as defined in
the  Policy.  The  Enrolling  Group is solely  responsible  for  enrollment  and
Coverage  classification  changes  (including  termination of a Covered Person's
Coverage  through the Company),  for the timely  payment of the Policy Charge to
the Company, and for notifying Covered Persons of the termination of the Policy.

Section 5.5  Records.  You must  furnish the Company  with all  information  and
proofs which it may reasonably  require regarding any matters  pertaining to the
Policy.

By accepting  Coverage under the Policy,  you authorize and direct any person or
institution  that has  provided  services to you, to furnish the Company any and
all  information  and  records or copies of  records  relating  to the  services
provided to you.  The Company has the right to request this  information  at any
reasonable  time.  This  applies  to all  Covered  Persons,  including  Enrolled
Dependents whether or not they have signed the Subscriber's enrollment form.

GP(99)
                                       10

<PAGE>

The  Company  agrees  that  such  information  and  records  will be  considered
confidential.  The  Company  has the  right  to  release  any  and  all  records
concerning  health care services which are necessary to implement and administer
the terms of the Policy or for appropriate medical review or quality assessment.

The  Company is  permitted  to charge  you  reasonable  fees to cover  costs for
completing requested medical abstracts or forms which you have requested.

In some cases,  the Company will designate  other persons or entities to request
records or  information  from or related to you and to release  those records as
necessary.  The Company's  designees have the same rights to this information as
does the Company.

During and after the term of the Policy,  the  Company and its related  entities
may use and transfer the information  gathered under the Policy for research and
analytic purposes.

Section  5.6  ERISA.  When the Policy is  purchased  by the  Enrolling  Group to
provide benefits under a welfare plan governed by the Employee Retirement Income
Security  Act 29 U.S.C.  [Section]  1001 et seq.,  the  Company  is not the plan
administrator or named fiduciary of the welfare plan, as those terms are used in
ERISA.

Section 5.7 Clerical Error.  If a clerical error or other mistake  occurs,  that
error shall not deprive you of Coverage under the Policy.  A clerical error also
does not create a right to benefits.

Section  5.8  Notice.   When  the  Company  provides  written  notice  regarding
administration  of the Policy to an authorized  representative  of the Enrolling
Group,  that  notice is  deemed  notice to all  affected  Subscribers  and their
Enrolled  Dependents.  The Enrolling  Group is responsible  for giving notice to
Covered Persons.

Section 5.9 Workers' Compensation Not Affected.  The Coverage provided under the
Policy does not substitute for and does not affect any requirements for coverage
by workers' compensation insurance.

Section 5.10 Conformity with Statutes. Any provision of the Policy which, on its
effective  date,  is in  conflict  with the  requirements  of  state or  federal
statutes or  regulations  (of the  jurisdiction  in which  delivered)  is hereby
amended to conform to the minimum requirements of such statutes and regulations.

SECTION 6

COORDINATION OF BENEFITS

Section  6.1  Coordination  of  Benefits  Applicability.  This  coordination  of
benefits (COB) provision applies when a person has health care coverage under

GP(99)
                                       11

<PAGE>

more than one Coverage Plan.  "Coverage Plan" is defined below.

The order of benefit  determination  rules below  determine  which Coverage Plan
will pay as the primary Coverage Plan. The primary Coverage Plan that pays first
pays without regard to the possibility that another Coverage Plan may cover some
expenses. A secondary Coverage Plan pays after the primary Coverage Plan and may
reduce the benefits it pays so that  payments from all group  Coverage  Plans do
not exceed 100% of the total allowable expense.

Section  6.2  Definitions.  For  purposes  of Section  6,  terms are  defined as
follows:

A.   A  "Coverage  Plan"  is any of the  following  that  provides  benefits  or
     services  for medical or dental  care or  treatment.  However,  if separate
     contracts are used to provide coordinated  coverage for members of a group,
     the separate  contracts are considered  parts of the same Coverage Plan and
     there is no COB among those separate contracts.

     1.   "Plan" includes: group insurance, closed panel or other forms of group
          or group-type  coverage  (whether insured or uninsured);  medical care
          components of group long-term care contracts,  such as skilled nursing
          care; medical benefits under group or individual automobile contracts;
          and Medicare or other governmental benefits, as permitted by law.

     2.   "Plan" does not include:  individual or family insurance; closed panel
          or other individual coverage (except for group-type coverage);  school
          accident type coverage;  benefits for non-medical  components of group
          long-term  care  policies;   Medicare  supplement  policies,  Medicaid
          policies and coverage under other governmental plans, unless permitted
          by law.

     Each contract for coverage under (1) or (2) is a separate Coverage Plan. If
          a Coverage  Plan has two parts and COB rules  apply only to one of the
          two, each of the parts is treated as a separate Coverage Plan.

B.   The order of benefit  determination  rules determine  whether this Coverage
     Plan is a  "primary  Coverage  Plan"  or  "secondary  Coverage  Plan"  when
     compared to another Coverage Plan covering the person.

     When this  Coverage  Plan is primary,  its benefits are  determined  before
     those of any other Coverage Plan and without considering any other coverage
     Plan's  benefits.  When this Coverage  Plan is secondary,  its benefits are
     determined  after those of another Coverage Plan and may be reduced because
     of the primary Coverage Plan's benefits.

C.   "Allowable  expense"  means a health  care  service or  expense,  including
     deductibles and copayments,  that is covered at least in part by any of the
     Coverage Plans covering the person.  When a Coverage Plan provides benefits
     in the form of services, (for example an HMO) the reasonable

CB(99)
                                       12
<PAGE>

     cash value of each service will be  considered  an allowable  expense and a
     benefit  paid.  An  expense or  service  that is not  covered by any of the
     Coverage Plans is not an allowable  expense.  The following are examples of
     expenses or services that are not allowable expenses:

     1.   If a  covered  person is  confined  in a private  hospital  room,  the
          difference between the cost of a semi-private room in the hospital and
          the private  room,  (unless the patient's  stay in a private  hospital
          room is medically  necessary in terms of  generally  accepted  medical
          practice, or one of the Coverage Plans routinely provides coverage for
          hospital private rooms) is not an allowable expense.

     2.   If a person is covered by 2 or more Coverage  Plans that compute their
          benefit  payments on the basis of reasonable  and customary  fees, any
          amount in excess of the highest of the  reasonable  and customary fees
          for a specific benefit is not an allowable expense.

     3.   If a person  is  covered  by 2 or more  Coverage  Plans  that  provide
          benefits  or services on the basis of  negotiated  fees,  an amount in
          excess  of the  highest  of the  negotiated  fees is not an  allowable
          expense.

     4.   If a person  is  covered  by one  Coverage  Plan that  calculates  its
          benefits or services on the basis of reasonable and customary fees and
          another  Coverage  Plan that  provides its benefits or services on the
          basis  of  negotiated   fees,  the  primary  Coverage  Plan's  payment
          arrangements shall be the allowable expense for all Coverage Plans.

     5.   The amount a benefit is reduced by the primary Coverage Plan because a
          covered  person does not comply  with the  Coverage  Plan  provisions.
          Examples   of  these   provisions   are  second   surgical   opinions,
          precertification of admissions, and preferred provider arrangements.

D.   "Claim  determination  period" means a calendar year.  However, it does not
     include any part of a year during which a person has no coverage under this
     Coverage Plan, or before the date this COB provision or a similar provision
     takes effect.

E.   "Closed  panel  Coverage  Plan" is a  Coverage  Plan that  provides  health
     benefits to covered  persons  primarily  in the form of services  through a
     panel  of  providers  that  have  contracted  with or are  employed  by the
     Coverage Plan, and that limits or excludes  benefits for services  provided
     by other  provider,  except in cases of  emergency  or  referral by a panel
     member.

F.   "Custodial parent" means a parent awarded custody by a court decree. In the
     absence of a court decree, it is the parent with whom the child resides

CB(99)
                                       13
<PAGE>

     more than  one  half  of the  calendar  year  without  regard  to any
     temporary visitation.


Section  6.3 Order of Benefit  Determination  Rules.  When two or more  Coverage
Plans pay  benefits,  the  rules for  determining  the order of  payment  are as
follows:

A.   The primary Coverage Plan pays or provides its benefits as if the secondary
     Coverage Plan or Coverage Plans did not exist.

B.   A Coverage Plan that does not contain a coordination of benefits  provision
     that is  consistent  with this  provision is always  primary.  There is one
     exception:  coverage  that is obtained by virtue of  membership  in a group
     that is designed to  supplement  a part of a basic  package of benefits may
     provide that the supplementary  coverage shall be excess to any other parts
     of the Coverage  Plan  provided by the contract  holder.  Examples of these
     types of situations are major medical  coverages that are superimposed over
     base  Coverage  Plan hospital and surgical  benefits,  and  insurance  type
     coverages that are written in connection  with a closed panel Coverage Plan
     to provide out-of-network benefits.

C.   A Coverage  Plan may  consider  the  benefits  paid or  provided by another
     Coverage Plan in determining its benefits only when it is secondary to that
     other Coverage Plan.

D.   The first of the following  rules that  describes  which Coverage Plan pays
     its benefits before another Coverage Plan is the rule to use.

     1.   Non-Dependent  or Dependent.  The Coverage Plan that covers the person
          other  than  as a  dependent,  for  example  as an  employee,  member,
          subscriber or retiree is primary and the Coverage Plan that covers the
          person  as a  dependent  is  secondary.  However,  if the  person is a
          Medicare  beneficiary  and,  as a result of federal  law,  Medicare is
          secondary to the Coverage Plan covering the person as a dependent; and
          primary  to the  Coverage  Plan  covering  the  person as other than a
          dependent  (e.g.  a  retired  employee);  then the  order of  benefits
          between the two Coverage  Plans is reversed so that the Coverage  Plan
          covering the person as an employee,  member,  subscriber or retiree is
          secondary and the other Coverage Plan is primary.

     2.   Child Covered  Under More Than One Plan.  The order of benefits when a
          child is covered by more than one Coverage Plan is:

          a.   The  primary  Coverage  Plan is the  Coverage  Plan of the parent
               whose birthday is earlier in the year if:

               1)   the parents are married;

               2)   the parents are not separated (whether or not they

CB(99)
                                       14
<PAGE>

                  ever have been married;  or
               3)  a court decree awards joint custody  without
                   specifying  that one party has the responsibility to provide
                   health care coverage.

               If  both parents have the same  birthday,  the Coverage  Plan
               that covered either of the parents longer is primary.

          b.   If the  specific  terms of a court  decree  state that one of the
               parents is  responsible  for the child's  health care expenses or
               health care  coverage  and the  Coverage  Plan of that parent has
               actual  knowledge of those terms,  that Coverage Plan is primary.
               This rule applies to claim determination periods or Coverage Plan
               years  commencing  after the Coverage Plan is given notice of the
               court decree.

          c.   If the parents are not married,  or are separated (whether or not
               they  ever  have  been  married)  or are  divorced,  the order of
               benefits is:

               1)   the Coverage Plan of the custodial parent;

               2)   the Coverage Plan of the spouse of the custodial parent;

               3)   the Coverage Plan of the noncustodial parent; and then

               4)   the Coverage Plan of the spouse of the noncustodial parent.

     3.   Continuation  coverage. If a person whose coverage is provided under a
          right of continuation provided by federal or state law also is covered
          under another  Coverage Plan, the Coverage Plan covering the person as
          an  employee,  member,  subscriber  or  retiree  (or as that  person's
          dependent) is primary, and the continuation coverage is secondary.  If
          the other  Coverage Plan does not have this rule, and if, as a result,
          the Coverage Plans do not agree on the order of benefits, this rule is
          ignored.

     4.   Longer or shorter  length of coverage.  The Coverage Plan that covered
          the person as an employee,  member,  subscriber  or retiree  longer is
          primary.

     5.   If the preceding rules do not determine the primary Coverage Plan, the
          allowable  expenses shall be shared equally between the Coverage Plans
          meeting the  definition  of  Coverage  Plan under this  provision.  In
          addition, this Coverage Plan will not pay more than it would have paid
          had it been primary.

CB(99)
                                       15
<PAGE>

Section 6.4  Effect on the Benefits of This Coverage Plan.

A.   When this Coverage  Plan is  secondary,  it may reduce its benefits so that
     the total  benefits  paid or provided by all Coverage  Plans during a claim
     determination  period  are not more  than 100  percent  of total  allowable
     expenses.  The difference  between the benefit  payments that this Coverage
     Plan would have paid had it been the primary Coverage Plan, and the benefit
     payments that it actually  paid or provided  shall be recorded as a benefit
     reserve for the covered  person and used by this  Coverage  Plan to pay any
     allowable  expenses,  not  otherwise  paid  during the claim  determination
     period. As each claim is submitted, this Coverage Plan will:

     1.   determine  its  obligation  to  pay  or  provide  benefits  under  its
          contract;

     2.   determine  whether a benefit reserve has been recorded for the covered
          person; and

     3.   determine whether there are any unpaid allowable  expenses during that
          claims determination period.

          If there is a benefit  reserve,  the secondary  Coverage Plan will use
          the  covered  person's  benefit  reserve  to pay up to 100%  of  total
          allowable expenses incurred during the claim determination  period. At
          the  end of the  claims  determination  period,  the  benefit  reserve
          returns to zero.  A new benefit  reserve  must be created for each new
          claim determination period.

B.   If a covered  person is enrolled in two or more closed panel Coverage plans
     and if, for any reason,  including  the provision of service by a non-panel
     provider,  benefits are not payable by one closed panel  Coverage Plan, COB
     shall not apply between that coverage Plan and other closed panel  Coverage
     Plans.

Section 6.5 Right to Receive and Release Needed Information. Certain facts about
health care  coverage  and  services  are needed to apply these COB rules and to
determine  benefits  payable under this Coverage Plan and other Coverage  Plans.
The Company may get the facts it needs from or give them to other  organizations
or persons  for the purpose of applying  these  rules and  determining  benefits
payable under this Coverage Plan and other  Coverage  Plans  covering the person
claiming benefits.  The Company need not tell, or get the consent of, any person
to do this.  The company need not tell,  or get the consent of, any person to do
this.  Each person  claiming  benefits  under this  Coverage  Plan must give the
Company any facts it needs to apply those rules and determine  benefits payable.
If you do not provide the Company the  information it needs to apply these rules
and determine the benefits payable, your claim for benefits will be denied.


CB(99)
                                       16
<PAGE>

Section 6.6  Payments  Made.  A payment  made under  another  Coverage  Plan may
include an amount  that should have been paid under this  Coverage  Plan.  If it
does, the Company may pay that amount to the organization that made the payment.
That  amount  will then be treated  as though it were a benefit  paid under this
Coverage  Plan.  The Company  will not have to pay that amount  again.  The term
"payment made"  includes  providing  benefits in the form of services,  in which
case "payment made" means reasonable cash value of the benefits  provided in the
form of services.

Section 6.7 Right of Recovery. If the amount of the payments made by the Company
is more than it should  have paid under this COB  provision,  it may recover the
excess from one or more of the  persons it had paid or for whom it has paid;  or
any other person or  organization  that may be  responsible  for the benefits or
services  provided for the covered  person.  The "amount of the  payments  made"
includes  the  reasonable  cash value of any  benefits  provided  in the form of
services.

SECTION 7

CONTINUATION OF COVERAGE

Section 7.1  Continuation  Coverage.  A Covered Person whose Coverage ends under
the Policy may be entitled to elect  continuation  Coverage in  accordance  with
federal law (under  COBRA) and as outlined in Sections 9.2 through 9.4 below [or
in accordance with state law and as outlined in Sections 9.5 - 9.7 below].

Continuation  Coverage under COBRA (Consolidated  Omnibus Budget  Reconciliation
Act) shall apply only to Enrolling Groups which are subject to the provisions of
COBRA.  Covered Persons should contact the Enrolling Group's plan  administrator
to determine if he or she is entitled to continue  Coverage under COBRA. For the
purpose of continuation Coverage under COBRA, a newborn child of a Subscriber or
a  child  placed  for  adoption  with  the  Subscriber   during  the  period  of
continuation coverage shall be considered on the same basis as a Subscriber.

Continuation  Coverage for Covered  Persons who selected  continuation  coverage
under a prior  plan  which was  replaced  by  Coverage  under the  Policy  shall
terminate  as  scheduled  under  the  prior  plan  or  in  accordance  with  the
terminating events set forth in Section 9.4 below, whichever is earlier.

In no event shall the Company be obligated to provide continuation Coverage to a
Covered Person if the Enrolling Group or its designated plan administrator fails
to perform  its  responsibilities  under  federal  law.  These  responsibilities
include but are not limited to notifying  the Covered  Person in a timely manner
of the right to elect  continuation  Coverage  and  notifying  the  Company in a
timely manner of the Covered Person's election of continuation Coverage.


CB(99)
                                       17
<PAGE>

It is the  Subscriber's  responsibility  to notify the Enrolling Group within 60
days of the date an Enrolled  Dependent loses  eligibility due to divorce or due
to an Enrolled  Dependent child losing  eligibility (i.e.  reaching the limiting
age or failing to meet the  criteria  of a  Full-time  Student.)  If you fail to
notify  the  Enrolling  Group of these  events  within  the 60 day  period,  the
Enrolling  Group and its  designated  plan  administrator  are not  obligated to
provide continuation Coverage for that Enrolled Dependent.

The Company is not the Enrolling Group's  designated Plan Administrator and does
not assume any responsibilities of a Plan Administrator pursuant to federal law.

A Covered  Person whose  Coverage  would  otherwise  end under the Policy may be
entitled to elect  continuation  Coverage in  accordance  with  federal  law, as
outlined in Sections 9.2 through 9.4 below.

Section 7.2 Qualifying  Events for  Continuation  Coverage Under Federal Law. If
the Covered Person's Coverage terminated due to one of the following  qualifying
events, he or she is entitled to continue Coverage. The Covered Person may elect
the same Coverage that he or she had at the time of the qualifying event.


A.   Termination of the Subscriber  from  employment with the Enrolling Group or
     reduction of hours, for any reason other than gross misconduct; or

B.   death of the Subscriber; or

C.   divorce or legal separation of the Subscriber; or

D.   loss of eligibility by an Enrolled Dependent who is a child; or

E.   entitlement of the Subscriber to Medicare benefits; or

F.   the Enrolling  Group filing for  bankruptcy,  under Title XI, United States
     Code, on or after July 1, 1986,  but only for a retired  Subscriber and his
     or her Enrolled Dependents. This is also a qualifying event for any retired
     Subscriber  and his or her Enrolled  Dependents  if there is a  substantial
     elimination  of  coverage  within  one year  before  or after  the date the
     bankruptcy was filed.

Section 7.3  Notification  Requirements  and  Election  Period for  Continuation
Coverage Under Federal Law. The Covered Person must notify the Enrolling Group's
designated  plan  administrator  within  60  days of his or her  divorce,  legal
separation or loss of eligibility as an Enrolled Dependent. A Covered Person who
is  continuing  Coverage  under  Federal Law must notify the  Enrolling  Group's
designated  plan  administrator  within  60 days of the birth or  adoption  of a
child.

Continuation  must be elected by the later of 60 days after the Covered Person's
qualifying event occurs; or 60 days after the Covered Person receives notice of

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                                       18
<PAGE>

the continuation right from the Enrolling Group's designated plan administrator.

A Covered Person whose  Coverage was  terminated due to a qualifying  event must
pay  the  initial  Premium  due  to  the  Enrolling   Group's   designated  plan
administrator on or before the 45th day after electing continuation.

Section 7.4  Terminating  Events for  Continuation  Coverage  Under Federal Law.
Continuation under the Policy will end on the earliest of the following dates:

A.   Eighteen months from the date continuation began for a Covered Person whose
     Coverage ended because employment was terminated or hours were reduced,  in
     accordance  with  qualifying  event (A) described in Section 9.2. A Covered
     Person who is  disabled at the time of the  qualifying  event or within the
     first 60 days of continuation  Coverage may extend continuation Coverage to
     a maximum of 29 months as described below.

     A Covered  Person who is  disabled at the date of  qualifying  event (A) or
     within the first 60 days of continuation  Coverage for qualifying event (A)
     must  provide  notice  of  such   disability   within  60  days  after  the
     determination of the disability,  and in no event later than the end of the
     first 18 months,  in order to extend  Coverage  beyond 18  months.  If such
     notice is provided,  the Covered Person's  Coverage may be extended up to a
     maximum  of 29 months  from the date of  qualifying  event (A) or until the
     first  month  that  begins  more  than 30 days  after the date of any final
     determination  that the qualified  beneficiary is no longer disabled.  Each
     Covered  Person must  provide  notice of any final  determination  that the
     qualified  beneficiary  is no  longer  disabled  within  30  days  of  such
     determination.

B.   Thirty-six  months  from  the  date  continuation  began  for  an  Enrolled
     Dependent  whose  Coverage  ended  because of the death of the  Subscriber,
     divorce or legal  separation of the  Subscriber,  loss of eligibility by an
     Enrolled  Dependent  who is a child or  entitlement  of the  Subscriber  to
     Medicare  benefits,  in accordance with qualifying  events (B), (C), (D) or
     (E) described in Section 9.2.

C.   The date  Coverage  terminates  under the Policy for failure to make timely
     payment of the Premium.

D.   The date,  after  electing  continuation  Coverage,  that coverage is first
     obtained  under any other group health plan.  If such  coverage  contains a
     limitation or exclusion  with respect to any  preexisting  condition of the
     Covered  Person,  continuation  shall  end on the date such  limitation  or
     exclusion  ends.  The other group health  coverage shall be primary for all
     health  services  except  those  health  services  that are  subject to the
     preexisting condition limitation or exclusion.


CV4
                                       19
<PAGE>

E.   The date,  after electing  continuation  Coverage,  that the Covered Person
     first becomes entitled to Medicare, except that this shall not apply in the
     event the Covered  Person's  Coverage was terminated  because the Enrolling
     Group  filed  for  bankruptcy,  in  accordance  with  qualifying  event (F)
     described in Section 9.2.

F.   The date the entire Policy ends.

G.   The date Coverage would otherwise terminate under the Policy.

If a Covered  Person is  entitled  to 18  months  of  continuation  and a second
qualifying event occurs during that time, the Covered  Person's  Coverage may be
extended  up to a maximum  of 36 months  from the date  Coverage  ended  because
employment was terminated or hours were reduced,  in accordance  with qualifying
event (A)  described  in  Section  9.2.  If a  Covered  Person  is  entitled  to
continuation  because the Enrolling  Group filed for  bankruptcy,  in accordance
with  qualifying  event (F) described in Section 9.2 and the retired  Subscriber
dies during the continuation  period, the Enrolled  Dependents shall be entitled
to continue  Coverage for 36 months from the date of death.  Terminating  events
(B) through (G)  described  in this  Section 9.4 shall apply during the extended
continuation period.

Continuation Coverage for Enrolled Dependents of a Subscriber whose continuation
Coverage  terminates  because the Subscriber becomes entitled to Medicare may be
extended for an additional  period of time.  Such Covered Persons should contact
the Enrolling Group's  designated plan  administrator for information  regarding
the continuation period.


SECTION 8

COVERED HEALTH SERVICES

The  Company  will pay for 100% of the  Covered  Health  Expenses  incurred by a
Covered  Person during the time he or she is enrolled  under the  Coverage.  The
amount the Company will pay is subject to the Calendar Year Maximum.

The  "Calendar  Year  Maximum"  that the  Company  will pay for  Covered  Health
Services is $30,000 for each Covered Person.

The Company will pay for Covered  Health  Services for medical care that consist
of Copayments,  coinsurance,  and annual deductible charges that are assessed to
you in connection  with services  covered  under The  Coca-Cola  Company  Health
Benefit Plan.





CV4
                                       20
<PAGE>

SECTION 9

GENERAL EXCLUSIONS

A.   Expenses  for  services or supplies  that do not meet the  definition  of a
     Covered Health Service.

B.   Personal  comfort and  convenience  items or services  such as  television,
     telephone,  barber or beauty service,  guest service and similar incidental
     services and supplies.

C.   Surrogate  parenting.  Health  services  and  associated  expenses  for sex
     transformation operations.

D.   Health  services for  treatment of military  service-related  disabilities,
     when  the  Covered  Person  is  legally  entitled  to  other  coverage  and
     facilities are reasonably available to the Covered Person.

E.   Devices  used  specifically  as  safety  items  or  to  affect  performance
     primarily in  sports-related  activities;  all expenses related to physical
     conditioning programs such as athletic training,  body-building,  exercise,
     fitness, flexibility, and diversion or general motivation.

F.   Services  rendered by a provider with the same legal residence as a Covered
     Person or who is a member of a Covered Person's family,  including  spouse,
     brother, sister, parent or child.

G.   Health  services  rendered  after the date  individual  Coverage  under the
     Policy terminates, including health services for medical conditions arising
     prior to the date individual Coverage under the Policy terminates.

H.   Health services for which the Covered Person has no legal obligation to pay
     or for  which a charge  would  not  ordinarily  be made in the  absence  of
     coverage under the Plan.

I.   Health  services for which other coverage is required by federal,  state or
     local law to be purchased or provided through other arrangements, including
     but not limited to coverage  required  by workers'  compensation,  no-fault
     automobile  insurance,  or similar legislation.  If coverage under workers'
     compensation  or similar  legislation is optional for You because You could
     elect it, or could have it elected for You,  Benefits  will not be paid for
     any Injury,  Sickness or [Mental  Illness] [mental illness] that would have
     been covered under workers'  compensation  or similar  legislation had that
     coverage been elected.






APEC
                                       21
<PAGE>


J.   Health Services and associated  expenses for Experimental,  Investigational
     or Unproven Services, treatments, devices and pharmacological regimens. The
     fact that an Experimental,  Investigational or Unproven Service, treatment,
     device or  pharmacological  regimen is the only  available  treatment for a
     particular  condition  will not  result in  Coverage  if the  procedure  is
     considered to be Experimental, Investigational or Unproven in the treatment
     of that particular condition.

K.   Charges for sickness or accidental  injury  incurred in connection with war
     or any act of war.  War  means  declared  or  undeclared  war and  includes
     resistance to armed aggression.

L.   Charges  in  connection  with  injury  arising  out of any work for wage or
     profit whether or not with The Coca-Cola Company, any worker's compensation
     law,  occupational  disease law or similar  law,  or  maritime  doctrine of
     maintenance, wages and cure.

M.   Benefit for any  charges  provided  by any law or  governmental  plan under
     which the  patient is or could be  covered.  This does not apply to a State
     plan under  Medicaid or to any law or plan when,  by law,  its benefits are
     excess to those of any private insurance program or other  non-governmental
     program.

N.   Charges above the reasonable and customary fee.

O.   Charges that are covered under the base plan,  without regards to the rules
     of  Coordination  of Benefits.  The base plan means any plan offered by The
     Coca-Cola Company under which the covered person is eligible for coverage.

P.   Charges for transportation other than local ambulance service.

Q.   Charges for the purchase of or alteration of a motor vehicle.

R.   Charges  for  capital   improvement  of  property  such  as  the  purchase,
     installation or construction of any device, equipment or facility.

S.   The cost of any insurance coverage.







APEC
                                       22



















</TEXT>
</DOCUMENT>
