Exhibit 10.59.1

                                1999
                               ABCBS
                             Incentive
                                Plan



                       Senior Vice President
                         Herb Schneiderman




                     The ABCBS Incentive Plan

                            ELIGIBILITY

The 1999 ABCBS Incentive Plan (AIP) is a short-term incentive
program designed to reward the key management team for the
achievement of financial and individual goals.  This booklet
contains specific incentive plan guidelines designed exclusively
for Senior Vice Presidents of ABCBS.



ABCBS reserves the right to update, modify or repeal this program,
permanently or temporarily, if it is in the best interest of ABCBS
to do so.  The description of this program contained in this
booklet should not be construed to imply that it is an employment
contract for any period of time.




                             ELEMENTS

There are two elements that determine a participant's incentive
payment:

-    Achievement of the corporate financial goal as defined by the
company's net income.
-    Achievement of pre-determined individual goals (discretionary
and budget goals).

                INCENTIVE POOL & INCENTIVE PAYMENT

The key element in determining the size of each participant's
incentive pool is the overall corporate financial performance as
measured by the company's 1999 net income.  Your maximum incentive
opportunity will be determined by the company's financial
performance according to the incentive pool chart below.  The
actual amount paid will ultimately depend on the accomplishment of
the corporate financial goal (net income) and individual goals.

The incentive pool size is expressed as a percentage of each
participant's base salary as of December 31, 1999.

                      INCENTIVE POOL FUNDING

                      Threshold         Target        Maximum
Net Income:*        $  million      $  million     $  million

Pool Size as a % of
base salary:             13%             38%            58%


  *Net income is ABCBS total income, excluding one time charges.
              Source: Corporate Financial Statements

    Note: Performance results for the pool will be interpolated.


      CORPORATE FINANCIAL INCENTIVE AND INDIVIDUAL INCENTIVE

Corporate Financial Incentive -  of your incentive payment (from
the available pool described on the previous page) is based solely
on the accomplishment of the corporate financial goal, i.e., you
will receive 75% of the incentive payment as shown in the incentive
pool table on page 2.

Individual Incentive - Additionally,  25% of your incentive payment
is based on the accomplishment of individual goals.  The corporate
financial goal result (ABCBS net income) will determine the
incentive pool available for individual goal accomplishment.  The
corporate financial goal threshold must be met before any payout
for individual goals will occur.

Individual goals will be comprised of two components: discretionary
and budget.  The discretionary and budget goals will be weighted
80% and 20%, respectively.

Each participant will have specific, and in many cases, unique
discretionary goals that will be tied to and support ABCBS's
overall corporate goals.  These goals may be individual or team
goals that focus on key projects, productivity, quality, process
improvement, or organizational effectiveness, to which all
participants contribute.  All discretionary goals must be approved
by the Compensation Committee of the Board.

Achievement of all individual goal targets will result in a payout
equal to 100% of your potential payout for individual goals. (The
potential payout is based on the available pool created by
corporate financial performance.)  The maximum payout for
individual goal performance, 150% of your potential payout for
individual goals, may be achieved based on exceptional performance
against individual goals.

The types and weighting of discretionary goals will vary, but the
sum of their target weights will equal 80%.  Goals should be
weighted according to the importance of ABCBS business and
operating objectives, and should include such areas as management
development, organizational effectiveness, process improvement of
division/department operations, and/or major projects.

Target payout percentages for discretionary goals should be equal
to the goal's weight; and, the maximum payout percentage should be
150% of the target payout percentage.

Goal worksheets may be found in "HR Forms" in the Shared/Public
Folders.


                   ADMINISTRATION OF THE PROGRAM


Year-end corporate financial results for 1999 are expected to be
available by March 2000.  Overall performance against the corporate
General and Administrative expenses budget goal, as well as the
results of specific group/division General and Administrative
expense budget goals will be forwarded to Human Resources by the
Finance Division.  Participants will summarize their performance
against their individual discretionary goals and forward these to
the Executive Vice President of ABCBS, President/CEO, and the
Compensation Committee of the Board for approval.

After receiving all necessary information, Human Resources will
calculate the incentive payments with payout expected to occur in
March 2000, following acceptance and approval by the Board of
Directors or their designee.

The size of the Financial Performance Component and the Individual
Performance Component is expressed as a percentage of each
participant's base salary as of December 31, 1999.

Incentives for those who are promoted into a management position,
move from one management level to another, or move out of a
management position and into another position within the company,
will be prorated according to the number of full months spent in
the eligible position(s).  Incentives for those newly hired into
positions eligible for the AIP will be calculated using the
participant's hire date.

If the participant moves into or out of an eligible position, or
moves from one AIP level to another, (ex. Vice President to Senior
Vice President), the incentive pool will be based on the
participant's base salary for the time spent in that position or at
that level.  The actual amount paid will ultimately depend on the
accomplishment of financial and individual goals.

If an eligible participant receives a performance rating of DNM
(Does Not Meet Standards) at his or her annual performance review,
he or she will become ineligible to receive an incentive payment
for that year.

A participant whose employment is terminated for any reason prior
to March 15, 2000 will be ineligible to receive a payment under
this plan.  The only exceptions relate to death or disability while
employed.  In these cases, the incentive payment will be prorated
according to the number of full months the participant spent in the
position(s).  In the case of death, payment will be made to the
participant's beneficiary, as specified in the company provided
life insurance policy.