# Exhibit 10.19

BlueChoice

GROUP MASTER POLICY

For Gevity HR

Effective January 01, 2003

Blue Cross BlueShield of
Florida

An Independent Licensee
of the Blue Cross and Blue Shield Association

BlueChoice

Large Group

MS56953-OO1,CO1




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Customized for

BlueChoice

Group Master Policy

/s/ M.Cascone, Jr.

M.    
          Cascone, Jr.

President

This Policy Contains
Deductible Provisions

FOR CUSTOMER SERVICE ASSISTANCE:
1-800-627-1788

BlueChoice

Large Group

MS56953-OO1 ,CO1




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TABLE
OF CONTENTS

|                                                                           |      
|-------------------------------------------------------------------------- | -----
|
|GROUP ADMINISTRATIVE PROVISIONS                                            | GP-l 
|Introduction                                                               | GP-1 
|Definitions                                                                | GP-1 
|Term of Group Master Policy                                                | GP-2 
|Prior Carrier Responsibilities under an Extension of Benefits              | GP-3 
|Commencement of Coverage                                                   | GP-3 
|Voluntary Termination by the Group                                         | GP-3 
|Conditions of Renewal and Termination                                      | GP-3 
|Termination Based on Discontinuation of Form                               | GP-4 
|Termination Based on Discontinuation of all Policies in Large-Group Market | GP-4 
|                                                                           |      
|Termination by BCBSF for Non-payment of Premium                            | GP-4 
|Notification of Termination to Certificateholders                          | GP-4 
|Representations Made By, and Obligations of, the Group                     | GP-4 
|Effective Date for Eligible Employees                                      | GP-5 
|GROUP PAYMENT PROVISIONS                                                   | GP-6 
|Monthly Invoice                                                            | GP-6 
|Premium Payment Due Date                                                   | GP-6 
|Grace Period                                                               | GP-6 
|Changes in Premium                                                         | GP-6 
|Other Rules Regarding the Payment of Premiums                              | GP-7 
|GENERAL GROUP PROVISIONS                                                   | GP-8 
|Administration                                                             | GP-8 
|Assignment and Delegation                                                  | GP-8 
|Membership Provision                                                       | GP-8 
|Changes To The Group Master Policy                                         | GP-8 
|Enrollment Records                                                         | GP-8 
|Agreement                                                                  | GP-9 
|Financial Responsibilities Of The Group                                    | GP-9 
|Indemnification                                                            | GP-9 
|Certificate of Coverage                                                    | GP-10
|Representations on the Group Application and the Enrollment Forms          | GP-10
|Reservation of Right to Contract                                           | GP-10
|Service Mark                                                               | GP-10
|GROUP MEDICARE SECONDARY PAYER PROVISIONS                                  | GP-11
|Working Elderly                                                            | GP-11
|Individuals With End Stage Renal Disease                                   | GP-12
|Disabled Active Individuals                                                | GP-13
|Miscellaneous                                                              | GP-14
|COBRA ADMINISTRATIVE SERVICES PROVISIONS                                   | GP-15
|Obligations of the Group                                                   | GP-15
|Obligations of BCBSF                                                       | GP-15
|Obligations of the COBRA Administrator                                     | GP-16
|Obligations of the Insured                                                 | GP-17
|CERTIFICATE OF COVERAGE PROVISIONS                                         | GP-18




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# GROUP ADMINISTRATIVE
PROVISIONS

# Introduction

Thank you for choosing Blue Cross and Blue
Shield of Florida (BCBSF), a leader in health care financing solutions for
over 50 years. BlueChoice combines the benefits of a preferred provider organization
network (PPO) and a traditional insurance program. If you are an employer and
have purchased this coverage for your employees, and their covered dependents, you have
established an employee welfare benefit plan (Group Plan). This document
(Group Master Policy) will evidence the existence of the Group Plan and
describes the rights and obligations which you and BCBSF have with respect to the coverage
and/or benefits to be provided by BCBSF.

In exchange for your payment of the
Premium, BCBSF agrees to provide the coverage and/or benefits specified in the Certificate
of Coverage, a copy of which is made a part of this Group Master Policy. The health care
coverage and benefits to be provided by BCBSF hereunder are subject to all the
requirements set forth in this Group Master Policy, including the Certificate of Coverage
and any Endorsements issued by BCBSF.

The Group Master Policy is divided
into two parts. The first part contains various administrative and other provisions
relating to your agreement with BCBSF. You should make sure that you read and understand
these provisions as they describe important obligations applicable to you and BCBSF. The
second part of the Group Master Policy is the Certificate of Coverage which describes the
coverage, benefits, exclusions, and limitations. Any Schedule of Benefits or Endorsements
issued by BCBSF to the Certificate of Coverage or the first part of the Group Master
Policy are also part of the Group Master Policy.

# Definitions

Certain terms defined in the first
part of the Group Master Policy are also used and defined (for the convenience of
Insureds) in the Certificate of Coverage. If a word or phrase starts with a capital
letter, it is either the first word in a sentence, a proper name, a title, or a defined
term. In addition to the definitions set forth in the Certificate of Coverage, the
following terms apply to this Group Master Policy:

Anniversary Date means the
date, one year after the Effective Date, stated on the Group Application and subsequent
annual anniversaries of that date.

Certificateholder means an
Eligible Employee, or other individual, who meets and continues to meet all applicable
eligibility requirements and who is enrolled, and actually covered, under the Group Master
Policy other than as a Covered Dependent. (See the Eligibility Requirements for
Certificateholders subsection of the Eligibility for Coverage Section for further
information)

Covered Dependent means an
Eligible Dependent who meets and continues to meet all applicable eligibility requirements
and who is enrolled, and actually covered, under the Group Master Policy other than as a
Certificateholder. (See the Eligibility Requirements for Dependent(s) subsection of the
Eligibility for Coverage Section for further information.)

Effective Date with respect to
the Group and to Insureds properly enrolled when first becomes effective, means 12:01 a.m.
on the date so specified on the Group Application and cover page of the BlueChoice Group
Master Policy; and with respect to Insureds who are subsequently

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enrolled, means 12:01 a.m. on the
date on which coverage will commence as specified in the Enrollment and Effective Date of
Coverage Section of the Certificate of Coverage.

Eligible Dependent means a
Certificateholders (1) legal spouse and/or (2) natural, newborn, Adopted, foster, or
step child(ren) (or a child for whom the Certificateholder has been court- appointed as
legal guardian or legal custodian) who is:

1.    
          dependent upon the Certificateholder for financial support;

2.    
          under the limiting age set forth in the Eligibility Requirements for
          Dependent(s) subsection of the Eligibility for Coverage Section;

3.    
          living in the household of the Certificateholder or a full-time or part-time
          student; and

4.    
          Domestic Partners and/or Dependents of Domestic Partners.

A newborn child of an Insured other
than the Certificateholder or the newborn child of an Insured other than the
Certificateholders spouse is an Eligible Dependent hereunder. Coverage for such
newborn child will automatically terminate 18 months afler the birth of the newborn child.

Eligible Employee means an
employee who meets all of the eligibility requirements set forth in the Eligibility
Requirements for Certificateholders subsection of the Eligibility for Coverage Section and
is eligible to enroll as a Certificateholder. Any individual who is an Eligible Employee
is not a Certificateholder until such individual has actually enrolled with, and been
accepted for coverage as a Certificateholder by, BCBSF.

Group means the employer,
labor union, trust, association, partnership, corporation, department, other organization
or entity through which coverage and/or benefits are issued by BCBSF, and through which
Certificateholders and Covered Dependents become entitled to coverage and benefits for the
Covered Services described herein. References to you or your
throughout the first part of the Group Master Policy also refer to the Group.

Group Master Policy means the
written document which is evidence of, and is, the agreement between the Group and BCBSF
whereby coverage and/or benefits will be provided to Insureds. The Group Master Policy
includes the Certificate of Coverage (including the Schedule of Benefits), the Group
Application, the benefit election form, the status change form, and any Endorsements to
the Certificate of Coverage or the Group Master Policy.

Premium means the amount
required to be paid by the Group to BCBSF in order for there to be coverage under the
Group Master Policy.

# Term of Group Master
Policy

This Group Master Policy shall become effective
as of the Effective Date provided that (1) BCBSF accepts your Group Application and (2)
you pay the required initial Premium specified by BCBSF. This Group Master Policy shall
continue in effect until the first Anniversary Date following the Effective Date unless
terminated earlier as permitted by its terms. After the initial term, this Group Master
Policy shall automatically renew each succeeding year on the Anniversary Date for an
additional one-year period unless: (1) at least 90 days prior to such Anniversary Date,
you notify us that you do not want the Group Master Policy to automatically renew or (2)
it is terminated as permitted by its terms.

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If this Group Master Policy renews as
specified above, the terms and provisions of this Group Master Policy (including the
Premium due) shall govern coverage, as of the Anniversary Date, unless written notice of a
modification or revision is given by BCBSF to you at least 90 days prior to the
Anniversary Date. In the event that BCBSF gives such written notification, you may elect
not to renew this Group Master Policy effective as of the Anniversary Date by giving BCBSF
written notice at least 10 days prior to the Anniversary Date. If you fail to give BCBSF
written notice as required, this Group Master Policy shall renew on the Anniversary Date
with the modified or revised terms. Nothing in this subsection shall prohibit BCBSF from
amending, at the time of renewal, the coverage and/or benefits to be provided by BCBSF.
The Premium may be modified by BCBSF at any time in accordance with the applicable
provisions of this Group Master Policy.

# Prior Carrier
Responsibilities under an Extension of Benefits

Your prior carrier, if any, may be
required to provide certain benefits to the Insureds covered by this Group Master Policy
under an extension of benefits provision. In no event shall BCBSF be responsible for the
payment of any claims under this Group Master Policy for Health Care Services which are
covered under any provision in the prior carriers plan relating to extension of
benefits after the prior plans termination.

# Commencement of Coverage

BCBSFs coverage in accordance
with the terms of this Group Master Policy begins on the Effective Date. (See the
Enrollment and Effective Date of Coverage Section in the Certificate of Coverage). You
agree that BCBSF is not required by this Group Master Policy to pay for health care
expenses incurred prior to the Effective Date.

# Voluntary Termination by
the Group

The Group may terminate this Group
Master Policy at any time by giving BCBSF at least 45 days prior written notice. Coverage
will not be provided on or after such termination date. Nothing in this subsection shall
effect an Insureds right to an extension of benefits, if applicable, in accordance
with the Extension of Benefits Section in the Certificate of Coverage.

# Conditions of Renewal
and Termination

This Group Master Policy is
conditionally renewable. This means that it automatically renews each year on your
Anniversary Date unless terminated earlier in accordance with the terms of this Group
Master Policy. BCBSF may terminate this Group Master Policy or refuse to renew it if:

1.    
          you fail to pay Premiums in accordance with the terms of this Group Master
          Policy or BCBSF has not received timely Premium payments;

2.    
          you perform an act, or engage in any practice, that constitutes fraud or make an
          intentional misrepresentation of material fact; or

3.    
          you fail to comply with a material provision of the Group Master Policy which
          relates to rules for Group contributions or Certificateholder participation.

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If BCBSF decides to either terminate
the Group Master Policy or not renew it, based on one or more of the circumstances
mentioned above, BCBSF will give you at least 45 days advance written notice.

# Termination Based On
Discontinuation of Form

BCBSF may decide to discontinue this
form, which means this Group Master Policy is terminated, but may do so only if:

1.    
          BCBSF ceases to offer this form in the large-group market in accordance with
          Florida Statutes

627.6571;

2.    
          BCBSF provides notice to all groups and individuals having coverage under this
          form of the discontinuation of this form at least 90 days prior to the date of
          non-renewal; and

3.    
          BCBSF offers to all groups having coverage under this form the option to
          purchase any other insurance form currently being offered for purchase by BCBSF
          in the large-group market.

# Termination Based on
Discontinuation of all Policies in Large-Group Market

BCBSF may terminate this Group Master Policy
if it elects to terminate all of the policies it has issued in the large-group market in
this state. In that case, BCBSF will provide notice, at least 180 days prior to the date
of non-renewal, to the Florida Department of Insurance and to all large groups and each
Certificateholder. If BCBSF terminates coverage pursuant to this provision, any unused
Premium will be returned to you.

# Termination by BCBSF for
Non-payment of Premium

This Group Master Policy will
automatically terminate as of the applicable Premium due date if BCBSF does not receive
the Premium payment prior to the end of the grace period (see the Grace Period subsection
of the Payment Provisions Section). In no event will such termination relieve you of the
obligations to either pay the portion of the Premium, due for coverage, provided by BCBSF
prior to termination, the amount of any payments made by BCBSF for health care expenses
incurred by persons who were Insureds, or for any amounts otherwise due BCBSF.

BCBSF will mail to you a written
notification prior to 45 days after the date the Premium is due that this Group Master
Policy has terminated. This notification will tell you the reasons for termination. It is
your obligation to immediately notify each Certificateholder of any such termination.

# Notification of
Termination to Certificateholders

It is your responsibility to
immediately notify all Certificateholders of termination of this Group Master Policy for
any reason.

Representations Made By,
and Obligations of, the Group

In agreeing to provide coverage in
accordance with the terms of this Group Master Policy, BCBSF relies on the representations
which you made when you applied for coverage with BCBSF and your representation that you
have authority to act on behalf of all Certificateholders and Covered

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Dependents with respect to the Group
Plan. Consequently, every act by, agreement with, or notice given to you, will be binding
on all Insureds. You agree that you shall offer to all Eligible Employees the opportunity
to become a Certificateholder under the Group Plan.

# Effective Date For
Eligible Employees

Subject to the eligibility
requirements set forth in the Eligibility for Coverage Section in the Certificate of
Coverage (and any Endorsements), an Eligible Employee becomes eligible for coverage on the
next Premium due date following the satisfaction of any Waiting Period established by you,
provided enrollment information is submitted to BCBSF within 60 days of the date the
Eligible Employee first meets the applicable eligibility requirements. The designated
Waiting Period is shown on the Group Application which you submitted to BCBSF.

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# GROUP PAYMENT PROVISIONS

# Monthly Invoice

BCBSF will prepare a monthly invoice
of the Premium, approximately the 1 of each month, which is due no later than 10 days
after the receipt of the invoice.

If an Insured becomes ineligible for
coverage for any reason, you are required to provide BCBSF written notice of such
ineligibility no later than 60 days after such ineligibility.

Other than as specifically set forth
in this Group Master Policy, BCBSF is not obligated to provide coverage or benefits for
any individual(s) for whom Premium has not been received by BCBSF or to refund Premiums
paid on behalf of any individual who was then listed on BCBSFs Enrollment Records as
an Insured.

# Premium Payment Due Date

The first Premium payment is due
before the Effective Date of the Group Master Policy. Each following Premium payment is
due monthly unless you and BCBSF agree on some other method and or frequency of Premium
payment. The Premium is due and payable on or before the first day of each succeeding
calendar month to which such payments apply, unless you and BCBSF agree to have the 15th
day of each month as the Premium payment due date.

# Grace Period

This Group Master Policy has a
ten-day Premium payment grace period which begins on the date the Premium payment is due.
If any required Premium payment is not received by BCBSF on or before the date it is due,
it maybe paid during this grace period. Coverage will stay in force during the grace
period. If Premium payments are not received by the end of the grace period, coverage
shall automatically terminate effective as of the end of the applicable due date and you
shall be liable to BCBSF for any claim payments made by BCBSF for Health Care Services
provided to Insureds prior to such due date.

# Changes in Premium

The amount of Premium may be modified
by BCBSF at any time after the initial term. BCBSF shall provide at least 90 days prior
written notice to you of any such change. Premium payments submitted to BCBSF following
receipt of any such written notice of change constitutes your acceptance of any such
change. You shall immediately notify each Certificateholder of any such change which
affects the Certificateholders financial contribution requirement.

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# Other Rules Regarding
the Payment of Premiums

1.    
          In the event BCBSF does not receive Premium payment prior to the applicable due
          date, BCBSF reserves the right to suspend payment of claims for Health Care
          Services rendered to an Insured, on or after the applicable Premium due date.

2.    
          BCBSF shall not be required to retroactively terminate this Group Master Policy.

3.    
          If full payment of the Premium is not paid when due, this Group Master Policy
          will automatically terminate as of the applicable Premium payment due date
          provided notification is sent to you prior to 45 days after the date the Premium
          is due.

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GENERAL GROUP PROVISIONS

# Administration

You must provide BCBSF with any
information it needs to administer the coverage and/or benefits to be provided or needed
to compute the Premium due. While this coverage is in force BCBSF has the right, at any
reasonable time, to examine your records on any issues necessary to verify information
provided by you.

# Assignment and Delegation

You may not assign, delegate or
otherwise transfer this Group Master Policy and the obligations hereunder without the
written consent of BCBSF. Any assignment, delegation, or transfer made in violation of
this provision shall be void. BCBSF may assign, delegate or otherwise transfer this Group
Master Policy to its successor in interest or an affiliated entity without your consent at
any time.

# Membership Provision

All holders of insurance policies
(i.e., the Group) issued by BCBSF shall be members of BCBSF, except that reinsurance may
be effected without membership. Members shall have all the rights, privileges, and
obligations provided in the Articles of Incorporation and Bylaws of BCBSF as now in force
and as the same may be amended from time to time.

The annual meeting of the members
shall be held for the purpose of electing the Board of Directors and transacting such
other business as may be properly brought before the meeting.

At all meetings of the members of
BCBSF, each member of BCBSF shall be entitled to cast a number of votes equal to the
amount of Premiums attributed to such member in the month of record, as determined by
BCBSF (e.g., a Premium of $27.36 in that month will be equal to 27.36 votes). All proxies
shall be filed with the Secretary of BCBSF before the meeting at which the proxy is to be
voted.

# Changes To The Group
Master Policy

No person may change, modify, or
revise the written terms or provisions of this Group Master Policy unless such change is
made by a written Endorsement signed by a duly authorized officer of BCBSF. This is the
only manner in which a change may be made to this Group Master Policy. For example, no
employee or agent of BCBSF or the Group can change or waive the, written terms or
provisions of this Group Master Policy except as stated in the first sentence of this
paragraph.

# Enrollment Records

1. Furnishing and
Maintaining Enrollment Records

You shall furnish to BCBSF all
information that BCBSF may reasonably require for the purpose of enrolling individuals,
processing terminations, and recording changes in family status and any other information
regarding any individual which will assist BCBSF in maintaining accurate enrollment files
(Enrollment Records). In addition, you and each Eligible Employee

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must submit accurate and complete
enrollment information on a timely basis. You are responsible for collecting the
Enrollment Forms, reviewing them for accuracy and completeness, and forwarding them to
BCBSF, along with the applicable Premium payment. All Enrollment Record information which
is relevant to the eligibility or coverage status of any individual shall be made
available to BCBSF for inspection and copying upon request.

2. Errors or Delays

Clerical errors or delays by BCBSF in
maintaining Enrollment Records regarding Insureds will not invalidate coverage which would
otherwise be validly in force, or continue coverage which would otherwise be validly
terminated, provided you have furnished BCBSF with timely and accurate enrollment
information. Errors or delays by you in furnishing accurate enrollment information to
BCBSF will not affect BCBSFs right to strictly enforce any and all eligibility
requirements. You agree that you shall be liable to BCBSF for any claims payments made by
BCBSF on behalf of any individual who was not eligible for coverage at the time the Health
Care Service was rendered.

# Agreement

This Group Master Policy sets forth
the understanding and agreement between the parties and shall be binding upon all
Insureds, the parties, and any of their subsidiaries, affiliates, successors, heirs, and
permitted assigns. All prior negotiations, agreements, and understandings are superseded
hereby. No oral statements, representations, or understanding by any person can change,
alter, delete, add or otherwise modify the express written terms of the Group Master
Policy, which includes the terms of coverage and/or benefits set forth in the Certificate
of Coverage and Schedule of Benefits.

# Financial
Responsibilities Of The Group

BCBSF reserves the right to recover
any benefit payments made to or on behalf of any individual whose coverage has been
terminated. BCBSFs recovery efforts may relate to benefit payments made for Health
Care Services rendered subsequent to the Insureds termination date and prior to the
date notice of coverage termination is required to be made by you. Your cooperation and
support of such recovery efforts is required.

In the event that you do not comply
with the notice requirements set forth in the Monthly Invoice subsection of the Group
Payment Provisions Section, you shall be solely liable to .BCBSF, to the extent of any
payment made on behalf of such individual, for Health Care Services rendered subsequent to
the date notice of a Insureds termination was due.

# Indemnification

You shall hold harmless and indemnify
BCBSF against all claims, demands, liabilities, or expenses (including reasonable
attorneys fees and court costs), which are related to, arise out of, or are in
connection with, any of your acts or omissions, or acts or omissions of any of your
employees or agents, in the performance of your obligations under this Group Master
Policy. BC is not your agent, nor are you BCBSFs agent for any purpose.

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# Certificate of Coverage

BCBSF will provide a Certificate of
Coverage and Identification Card for each Certificateholder. The Certificate of Coverage
will describe the coverage and/or benefits to be provided to Insureds by BCBSF.

BCBSF relies on the information which
you and your Eligible Employees provide to determine: whether to issue coverage; the
appropriate rate and financing method; and eligibility for coverage. All such information
must be accurate, truthful, and complete. Statements made on the Group Application and the
Enrollment Forms are representations and not warranties. BCBSF may cancel, terminate, or
void this Group Master Policy if the information which you provide is fraudulent, or if
you make an intentional misrepresentation.

# Reservation of Right to
Contract

BCBSF reserves the right to contract
with any individuals, corporations, associations, partnerships, or other entities, for
assistance with the servicing of coverage and/or benefits to be provided by BCBSF, or
obligations due, under this Group Master Policy.

# Service Mark

You, On behalf of the Group and its
Certificateholders, hereby expressly acknowledge your understanding that the Group Master
Policy constitutes a contract solely between you and BCBSF. BCBSF is an independent
corporation operating under a license with the Blue Cross and Blue Shield Association, an
association of independent Blue Cross and/or Blue Shield Plans (the
Association), permitting BCBSF to use the Blue Cross and Blue Shield Service
Mark in the State of Florida and that BCBSF is not contracting as the agent of the
Association. You further acknowledge and agree that you have not entered into the Group
Master Policy based upon representations by any person other than BCBSF and that no
person, entity, or organization other than BCBSF shall be held accountable or liable to
you for any of BCBSFs obligations created under the Group Master Policy. This
paragraph shall not create any additional obligations whatsoever on the part of BCBSF
other than those obligations created under other provisions of the Group Master Policy.

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# GROUP MEDICARE SECONDARY
PAYER PROVISIONS

In order to ensure compliance with
the applicable Medicare laws, you are required to advise BCBSF, without delay, of any
Insured who will be, or is, covered under Medicare prior to or immediately following the
date such Insured becomes so covered (e.g., prior to the Insureds 65th birthday).
Additionally, you are required to advise BCBSF, without delay, of the Medicare status of
any Medicare beneficiary who applies for coverage, prior to such individuals
Effective Date. You shall indemnify and hold BCBSF harmless to the extent of any
liability, including attorneys fees and costs, that results directly or indirectly
from your failure to so advise BCBSF.

In any circumstances under which the
Medicare statute requires that Coverage under the Group

Master Policy be primary for any
Insured, you MAY NOT offer, subsidize, procure or provide a

Medicare supplement policy to such
Insured. Also, you MAY NOT induce such Insured to decline

or terminate his or her group health
coverage and elect Medicare as primary payer.

# Working Elderly

If you employ 20 or more persons for 20
or more weeks of the current or preceding Calendar Year, or if you are a member of a
multi-employer group health plan that includes at least one employer with 20 or more
employees, the Group Master Policy provides primary coverage for employees and/or their
spouses, age 65 or older, who are covered under the Group Master Policy, pursuant to the
following terms:

1.    
          You shall provide BCBSF, without delay, the names of employees, age 65 or older:

a.       
          who are covered under the Group Master Policy;

b.       
          who are employed (not retired);

c.       
          who have not elected Medicare as primary payer of their health insurance claims;
          and

d.       
          who are not eligible for Medicare due to end stage renal disease (ESRD).

2.    
          You shall also provide BCBSF, without delay, the names of spouses, age 65 or
          older, of current employees of any age:

a.       
          who are covered under the Group Master Policy;

b.       
          who have not elected Medicare as primary payer of their health insurance claims;
          and

c.       
          who are not eligible for Medicare due to ESRD.

The names required to be provided as
set forth above, along with any other identifying information requested by BCBSF, shall be
provided to BCBSF on or before the 65th birthday of the employee or spouse or on or before
such later date when the individual enrolls with BCBSF.

3.    
          For an enrolled individual who meets one of the descriptions set out in
          paragraph 1 or 2 directly above, BCBSF will provide group health coverage, as
          set forth in the Certificate of Coverage, on a primary basis beginning with the
          first day of the month in which the individual attains age 65 or the date of
          enrollment, if the individual is 65 or over at the time of enrollment.

4.    
          Individual entitlement to primary coverage under this subsection will terminate
          automatically:

a.       
          for a current employee, age 65 or older, when he or she elects Medicare as the
          primary payer or when he or she becomes eligible for Medicare due to ESRD;

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b.       
          for the spouse, age 65 or older, of a current employee of any age, when the
          spouse elects Medicare as the primary payer or when the spouse becomes eligible
          for Medicare due to ESRD.

You are required to provide BCBSF,
without delay, the names of any current employees or spouses of such employees, age 65 or
older, who choose Medicare as primary payer of their health insurance claims or who become
eligible for Medicare due to ESRD.

Under Medicare, you MAY NOT offer,
subsidize, procure or provide a Medicare supplement insurance policy to such individual.
Also, you MAY NOT induce such individual to decline or terminate his or her group health
coverage and elect Medicare as his or her primary payer.

5.    
          Entitlement of the employee and/or spouse to primary coverage under this
          subsection will terminate automatically when:

a.       
          the employee retires; or

b.       
          the employee no longer meets the employer eligibility requirements.

You are required to notify BCBSF,
without delay, of the retirement or reduction to a part- time schedule of any employee who
has received primary coverage pursuant to this subsection or whose spouse has received
primary coverage pursuant to this Working Elderly subsection.

6.    
          The primary coverage described in this subsection will not be provided in the
          case of a group that is a member of a multi-employer group health plan where
          that group has fewer than 20 employees and the plan has elected treatment of
          that groups employees under the exception for small employers described at
          42 U.S.C. §1395y(b)(1) (A)(iii).

NOTE: You must immediately
report to BCBSF changes in the number of employees to fewer than 20 employees or from
fewer than 20 employees to 20 or more employees, including pertinent changes in
multi-employer group health plans.

Individuals With End
Stage Renal Disease

Primary coverage is provided for your
current and former employees and/or their dependents who are covered under this Group
Master Policy and who are entitled to Medicare coverage because of end stage renal disease
(ESRD), pursuant to the following terms:

1.    
          You are required to provide BCBSF, without delay, information, including, but
          not limited to, the following:

a.       
          the names of any individuals who are Or will be undergoing a regular course of
          renal dialysis;

|b. | the names of any individuals who will receive or already have received a kidney
                    transplant;
|-- | ---------------------------------------------------------------------------------------------------------------

|c. | the beginning date of such dialysis or the date of such transplant;
|-- | -------------------------------------------------------------------

|d. | the individuals date of birth, sex, and social security number;
|-- | ----------------------------------------------------------------

|e. | health insurance claim number;
|-- | ------------------------------

|f. | relationship of each individual covered to the employee (i.e., employee,
                    spouse, or employees dependent child);
|-- | ------------------------------------------------------------------------------------------------------------------------------------

|g. | reason for Medicare entitlement;
|-- | --------------------------------

Group Medicare Secondary
Payer Provisions



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|h. | Medicare Part A effective date;
|-- | -------------------------------

|i. | employees social security number;
|-- | ----------------------------------

|j. | contract number;
|-- | ----------------

|k. | current employment status; 1. coverage Effective Date;
|-- | ------------------------------------------------------

|m. | coverage termination date;
|-- | --------------------------

|n. | group number;
|-- | -------------

|o. | benefits provided (i.e., hospital benefits only, medical benefits only, or all
                    other); and,
|-- | ---------------------------------------------------------------------------------------------------------------

|p. | type of coverage provided (i.e., self, family, etc.).
|-- | -----------------------------------------------------

2.    
          For an enrolled individual who is entitled to Medicare coverage because of ESRD,
          BCBSF will provide group health coverage, as set forth in the Certificate of
          Coverage, on a primary basis for 30 months beginning with the earlier of:

|a. | the month in which the individual became entitled to Medicare Part A ESRD
                    benefits; or
|-- | ----------------------------------------------------------------------------------------------------------

|b. | the first month in which the individual would have been entitled to Medicare
                    Part A ESRD benefits if a timely application had been made.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

If Medicare was primary prior to the
individual becoming eligible due to ESRD, then Medicare will remain primary (i.e., persons
entitled due to disability whose employer has less than 100 employees, retirees and/or
their spouses over the age of 65). Also, if group health coverage was primary prior to
ESRD entitlement, then the Group will remain primary for the ESRD coordination period. For
individuals eligible for Medicare due to ESRD, BCBSF will provide group health coverage,
as set forth in the Certificate of Coverage, on a primary basis for 30 months.

Under Medicare, you MAY NOT offer,
subsidize, procure or provide a Medicare supplement policy to such individual or induce
such individual to decline or terminate his or her group health coverage and elect
Medicare as his or her primary payer.

# Disabled Active
Individuals

BCBSF provides primary coverage to
Insureds who are covered under this Group Master Policy if:

1.    
          you are a part of a health plan that has covered employees of at least one
          employer of 100 or more full-time or part-time employees on 50 percent or more
          of its regular business days during the previous Calendar Year; and

2.    
          the Insureds are entitled to Medicare coverage because of disability (unless
          they have ESRD).

Primary coverage, if any, under this
subsection of this Group Master Policy is also subject to the following terms:

1.    
          You are required to provide BCBSF, without delay, with the names of any Insureds
          covered under this Group Master Policy, who are entitled to Medicare coverage
          because of disability (other than those with ESRD), and who have not elected
          Medicare as primary payer of their health insurance claims, along with any other
          identifying information requested.

2.    
          For such an Insured, BCBSF will provide group health coverage, as set forth in
          the Certificate of Coverage, on a primary basis during any month in which that
          individual meets the description set out in paragraph 1 directly above.

Group Medicare Secondary Payer Provisions

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3.    
          Individual entitlement to primary coverage under this subsection will terminate
          automatically when:

a.    
          the individual turns 65 years of age; or

b.    
          the individual no longer qualifies for Medicare coverage because of disability;
          or

c.    
          the individual elects Medicare as the primary payer. Coverage will terminate as
          of the day of such election.

You are required to notify BCBSF,
without delay, of the occurrence of any of the above events.

Under Medicare, you MAY NOT offer,
subsidize, procure or provide a Medicare supplement policy to such individual or induce
such individual to decline or terminate his or her group health coverage and elect
Medicare as his or her primary payer.

Entitlement of the Insured to primary
coverage under this subsection will terminate automatically if the Certificateholder no
longer qualifies as such under applicable Medicare regulations and instructions. You shall
notify BCBSF, without delay, of any such change in status.

NOTE: You must immediately report
to BCBSF changes in the number of employees to fewer than 100 employees or from fewer than
100 employees to 100 or more employees.

Miscellaneous

1.    
          This Medicare Secondary Payer Provisions Section shall be subject to, modified
          if necessary to conform to or comply with, and interpreted with reference to,
          the requirements of federal statutory and regulatory Medicare Secondary Payer
          provisions as those provisions relate to Medicare beneficiaries who are covered
          under this Group Master Policy.

2.    
          BCBSF shall not be liable to you or to any individual covered under this Group
          Master Policy due to any nonpayment of primary benefits resulting from any
          failure of performance of your obligations as set forth in the Group Medicare
          Secondary Payer Section.

3.    
          If BCBSF should elect to make primary payments covering services rendered to
          Insureds described in this section in a period prior to receipt of the
          information required by the terms of this section, BCBSF may require you to
          reimburse BCBSF for such payments. Alternatively, BCBSF may require you to pay
          as additional Premium the rate differential that resulted from your failure to
          provide BCBSF with the required information in a timely manner.

4.    
          You shall indemnify and hold BCBSF harmless to the extent of any liability that
          BCBSF may be charged with on account of improper primary Medicare payments that
          were made as a result of any failure of performance of your obligations as set
          forth in this section.

NOTE: You are subject to the federal
laws described in this section. Individuals with questions regarding their rights under
those laws should direct their questions to you.

Group Medicare Secondary
Payer Provisions



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# COBRA ADMINISTRATIVE
SERVICES PROVISIONS

Your obligations and the obligations
of BCBSF, the COBRA Administrator and the Insured, in the event that federal continuation
of coverage requirements of the ConsOlidated Omnibus Budget Reconciliation Act of 1985
(COBRA), as amended, apply to the Group, are as set forth below:

# Obligations of the Group

1.    
          You are responsible for all aspects of the administration of COBRA with respect
          to the group health coverage provided by the Group Plan.

2.    
          You specifically delegate to BCBSF the right to designate an administrator
          (COBRA Administrator) to perform COBRA administration responsibilities as
          provided in the Obligations of the COBRA Administrator subsection set out below.

3.    
          You delegate the COBRA administration responsibilities to the COBRA
          Administrator designated by BCBSF as specified in such Obligations of the COBRA
          Administrator subsection.

4.    
          You retain responsibility for the following COBRA administrative duties:

a.    
          You will complete and provide all notices and Enrollment Forms to the Insureds
          (including the initial notice of COBRA rights) required under COBRA, using forms
          or sample forms provided by the COBRA Administrator.

b.    
          You will provide a copy of the Enrollment Form to the COBRA Administrator at the
          same time that it is sent to the beneficiary(ies).

c.    
          You will determine the applicable Premium for qualified beneficiaries, in
          accordance with this Group Master Policy with BCBSF.

d.    
          You will remit Premiums to BCBSF on behalf of the qualified beneficiary until
          BCBSF receives notice from the Group that such beneficiary is no longer entitled
          to COBRA coverage.

5.    
          By entering into the Group Master Policy, you agree to indemnify and hold
          harmless BCBSF and the COBRA Administrator, and their directors, officers,
          employees, and agents against any and all claims, lawsuits, settlement,
          judgments, costs, taxes, and expenses, including reasonable attorneys fees
          directly resulting from or arising out of your failure to perform COBRA
          administration responsibilities not delegated to the COBRA Administrator.

6.    
          Upon receipt of notice from BCBSF that a COBRA Administrator is not designated
          pursuant to the Obligations of the COBRA Administrator subsection to then
          perform COBRA administration for the Group, you shall resume responsibility for
          all COBRA administration.

Obligations of BCBSF

1.    
          BCBSF, on behalf of the Group, may designate a COBRA Administrator to perform
          the COBRA administration responsibilities specified in the Obligations of the
          COBRA Administrator subsection and may enter into a contract with the COBRA
          Administrator for that purpose, further provided that:

a.    
          The COBRA Administrator is not the agent of BCBSF;

b.    
          BCBSF is not responsible for the COBRA Administrators performance of the
          duties as

COBRA Administrative
Services Provisions



GP-15


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specified in the Obligations of the
COBRA Administrator subsection.

2.    
          BCBSF, on behalf of the Group, will allocate part of the fees charged to the
          Group to the COBRA. Administrator for the services provided in the Obligations
          of the COBRA Administrator subsection, and will authorize the COBRA
          Administrator to retain the COBRA administration fee charged to the qualified
          beneficiaries.

3.    
          BCBSF is not the plan administrator or plan sponsor for purposes of COBRA and
          has no responsibility for your COBRA administration obligations except for the
          designation of a COBRA Administrator pursuant to Paragraph 2 of the Obligations
          of the Group subsection.

4.    
          To the extent required by COBRA, and upon timely receipt of Premiums and proper
          Enrollment Forms, BCBSF will provide coverage to the qualified beneficiaries
          after the period that their coverage would normally cease under the Group Plan.

5.    
          BCBSF will not be responsible for determining whether an Insured is eligible to
          receive continuation coverage; such determination is based on the requirements
          of COBRA and the procedures established by the COBRA Administrator if then
          designated.

6.    
          If you or the Insured fails to meet its obligations under the Group Plan and
          COBRA, BCBSF shall not be liable for any claims of the Insured after his/her
          termination of coverage.

# Obligations of the COBRA
Administrator

1.    
          The person or entity designated by BCBSF to be the COBRA Administrator pursuant
          to Paragraph

2 of the Obligations of the Group
subsection shall be responsible for the following functions:

a.    
          Determine application of COBRA to the Group;

b.    
          Receive COBRA election forms from beneficiaries;

c.    
          Maintain records of COBRA continuation coverage Premiums;

d.    
          Bill and collect Premiums from COBRA beneficiaries;

e.    
          Provide notification of nonpayment of COBRA continuation coverage Premiums;

f.    
          Provide notification of conversion rights, if any, on termination of COBRA
          coverage;

g.    
          Remit COBRA continuation coverage Premiums to the Group;

h.    
          Establish and maintain records of COBRA continuation coverage;

i.    
          Provide necessary forms, materials, and manuals to the Group;

j.    
          Establish procedures to verify eligibility for COBRA coverage;

k.    
          Develop all correspondence and notices to COBRA beneficiaries;

1.    
          Provide a reasonable level of customer service with respect to its COBRA
          responsibilities;

m.    
          Retain records as required by law, maintain confidentiality of the records,
          provide an adequate disaster recovery program, and provide reasonable access to
          the records by the Group;

n.    
          On termination of its responsibilities as COBRA Administrator for the Group,
          furnish to the Group or its agent all records necessary for continued
          administration of the Groups COBRA responsibilities.

2.    
          The COBRA Administrator is not responsible for notifying Insureds or any other
          parties entitled to notices with regard to COBRA continuation coverage rights,
          or for providing them with Enrollment Forms.

COBRA Administrative
Services Provisions

GP-16


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3.    
          The COBRA Administrator designated pursuant to Paragraph 2 of the Obligations of
          the Group subsection shall agree to indemnify the Group and BCBSF, and their
          directors, officers, employees and agents against any and all claims, lawsuits,
          settlements, judgments, costs, taxes and expenses, including reasonable
          attorneys fees, directly resulting from or arising out of the failure of
          the COBRA Administrator to perform the obligations specified in this Obligations
          of the COBRA Administrator subsection.

# Obligations of the
Insured

1.    
          An Insured must contact you to determine if he/she is entitled to COBRA
          continuation of coverage.

2.    
          Insureds may elect, if COBRA applies to the Group, to continue their group
          health coverage if they qualify under one of the circumstances specified in
          COBRA and satisfy all of the requirements for such coverage including payment of
          required Premiums.

3.    
          The Insured must provide you with all required notices, in the form and within
          the time period required by COBRA, the Group, and the COBRA Administrator,
          including but not limited to, notice of:

a.    
          Medicare entitlement, divorce or legal separation, or the failure of a Dependent
          child to meet eligibility requirements of the Group Plan;

b.    
          coverage under another group health plan; and

c.    
          with respect to the Insureds ability to receive additional periods of
          coverage under COBRA in the event that the Insured is disabled, a determination
          by the Social Security Administration that the Insured is disabled, or a
          determination by the Social Security Administration that the Insured has ceased
          to be disabled.

This section shall not be interpreted
to grant to any Insured any continuation rights in excess of those required by COBRA.
Additionally, this section shall be interpreted so as to comply with COBRA and any changes
to COBRA that are mandatory with respect to the Group.

COBRA Administrative
Services Provisions



GP-17


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# CERTIFICATE OF COVERAGE
PROVISIONS

The second part of this Group Master
Policy consists of the Certificate of Coverage. The Certificate of Coverage includes the
Schedule of Benefits, the benefit election form, the status change form, and any
Endorsements to the Certificate of Coverage or the Group Master Policy.

Certificate of Coverage
Provisions



GP-18


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