Unassociated Document


    
      

    


    Exhibit
      10.20

    


    


    


    


    


    


    


    RALCORP
      HOLDINGS, INC.

    


    EXECUTIVE
      HEALTH PLAN

    


    (Amended
      and Restated Effective as of January 1, 2001)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    GUARANTEE
      LIFE
      INSURANCE
      COMPANY

    


    
      
        

      



    Guarantee
      Centre        8801
      Indian Hills Drive        Omaha,
      NE
      68114-4066        402-361-7300

    


    CERTIFIES
      THAT the person shown below has been named by the Participating Employer as
      eligible for coverage and is insured under Group Policy No. 05-000199 issued
      to
      First Bank, as Trustee of GLIC’s Medical Expense Reimbursement Insurance Trust
      (the Group Policyholder).

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    THIS
      IS NOT A MEDICARE SUPPLEMENT CERTIFICATE. If you are eligible for Medicare,
      review the guide to Health Insurance for people with Medicare available from
      the
      Company.

    


    This
      Certificate replaces any prior certificate issued for the benefits described
      inside. As a Certificate of insurance, this does not constitute a contract
      of
      insurance. It is a summary of the provisions of the Policy and is subject to
      the
      terms of the Policy.

    


    


    


                        President

    


    


    GROUP
      ACCIDENT AND MEDICAL EXPENSE REIMBURSEMENT

    INSURANCE
      CERTIFICATE


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      OF BENEFITS

    


    
      	
              Maximum
                Medical Benefit:

            	
              $100,000
                per Calendar Year for Insured Person and all Dependents
                combined.

            
	 	 
	
              Per
                Occurrence Limit:

            	
              $10,000
                per Calendar Year for any one occurrence (the same or related condition,
                surgery, confinement or course of dental treatment).

            
	 	 
	
              Principal
                Sum for AD&D:

            	
              $100,000
                for Insured Person only. For an Employee, this AD&D benefit reduces
                70% at age 70 and terminates at age 80. For a Retiree, Surviving
                Spouse or
                Board Member, it terminates at age
                65.

            


    

    


    Beneficiary:
      As
      shown
      on your most recent Group Enrollment Card or Change of Beneficiary Form on
      file
      with the Company.

    


    Group
      health plans and health insurance issuers offering group health insurance
      coverage generally may not, under federal laws:

    


    
      	 	
              (1)

            	
              restrict
                benefits for any hospital length of stay in connection with childbirth
                for
                the mother or newborn child to less than 48 hours following a normal
                vaginal delivery, or less than 96 hours following a cesarean section;
                or

            
	 	
              (2)

            	
              require
                that a provider obtain authorization from the plan or insurance issuer
                for
                prescribing a length of stay not in excess of the above
                periods.

            


    

    


    TABLE
      OF CONTENTS

    


    
      	
              Definitions

            	
              1,2

            
	 	 
	
              General
                Provisions

            	
              3

            
	 	 
	
              Participating
                Employers

            	
              5

            
	 	 
	
              Policy
                Termination

            	
              5

            
	 	 
	
              Individual
                Effective Dates and
                Termination

            	
              6

            
	 	 
	
              Medical
                Expense Reimbursement
                Insurance

            	
              7

            
	 	 
	
              Exclusions

            	
              9,
                10

            
	 	 
	
              Accidental
                Death and Dismemberment
                Insurance

            	
              11

            
	 	 
	
              Claims
                Procedures

            	
              12

            
	 	 
	
              Beneficiary,
                Facility of Payment, Settlement
                Options

            	
              13

            
	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    I
–
      DEFINITIONS

    


    BASE
      HEALTH PLAN
      means
      the Participating Employer’s major medical plan, which is not a party of the
      plan provided by the Policy. The Base Health Plan may be an insured self-insured
      or service plan; but it must provide at least the following hospital and medical
      benefits:

    (1)     
      $250,000
      lifetime maximum per person; subject to:

    (a)     
      an
      annual
      deductible not to exceed $1,000 per person; and

    (b)     
      copayments
      not to exceed 20% of the first $10,000 of covered expenses beyond deductible
      incurred by each person each plan year;

    If
      a PPO
      (preferred provider organization) option is included, copayments may not exceed
      20% of that amount for covered expenses incurred within the PPO network, or
      40%
      of that amount for covered expenses incurred outside the PPO
      network.

    
      	 	
              (2)

            	
              coverage
                of the full cost of semi-private hospital room and board, intensive
                care
                and extended care;

            


    

    
      	 	
              (3)

            	
              coverage
                of the usual, customary and reasonable charges for professional services
                and supplies, including (but not limited
                to);

            


    

    (a)     
      physician’s
      or surgeon’s services, nursing care and physiotherapy;

    (b)     
      prescription
      drugs and medicines; and

    (c)     
      x-ray,
      laboratory and ambulance services; and

    
      	 	
              (4)

            	
              any
                other coverage required by federal law and by the state laws which
                apply
                where the Participating Employer’s Certificates are
                delivered.

            


    

    


    For
      Insured Persons and Dependents who are eligible for Medicare, the Base Health
      Plan may also consist of coverage under Medicare Parts A and B; plus a Medicare
      Supplement Insurance Policy which meets the minimum state requirements for
      such
      plans.

    


    Unless
      requested otherwise on the Employer’s Participation Agreement, the Base Health
      Plan:

    (1)     
      must
      remain in effect throughout the period the Participating Employer’s Policy
      coverage is in effect; and

    (2)     
      must
      cover each Insured Person and Dependent throughout his or her period of Policy
      coverage.

    


    If
      a claimant is not covered by a Base Health Plan when Covered Medical Expenses
      are incurred, Policy coverage will remain in effect; but benefits will be
      determined as if he or she was covered for the minimum benefits shown
      above.

    


    COMPANY
      means
      Guarantee Life Insurance Company, a Nebraska corporation, whose Home Office
      address is 8801 Indian Hills Drive, Omaha, Nebraska 68114-4066.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    


    DEPENDENT
      means
      a
      person who:

    (1)     
      is
      covered as a dependent under the Base Health Plan; unless requested otherwise
      on
      the employer’s Participation Agreement; and

    (2)     
      is
      the
      Insured Person’s:

    (a)     
      lawful
      spouse;

    (b)     
      unmarried
      child under age 19;

    (c)     
      unmarried
      child under age 25, who is a full-time student at an accredited educational
      institution; or

    (d)     
      unmarried
      child who, since age 19, has been unable to earn a living due to a mental or
      physical handicap.

    


    As
      used
      above, the term “child” includes the Insured Person’s:

    
      	 	
              (1)

            	
              natural
                born child;

            


    

    
      	 	
              (2)

            	
              legally
                adopted child; or a child the Insured Person intends to
                adopt:

            


    

    (a)     
      from
      the
      date of placement in his or her home for an agency adoption; or

    (b)     
      from
      any
      later date the adoption petition is filed for a private adoption;
      or

    
      	 	
              (3)

            	
              step
                child or foster child, who resides in the Insured Person’s household and
                is chiefly dependent upon him or her for
                support.

            


    

    


    In
      addition, the term “Dependent” includes any child whose medical care is the
      Insured Person’s responsibility, pursuant to a divorce decree or other court
      order.

    


    GROUP
      POLICYHOLDER
      means
      the person, partnership, corporation, or trust which is shown on the Face Page
      of the Policy.

    


    INSURANCE
      MONTH
      means
      that period of time which:

    (1)     
      begins
      on
      the first day of the calendar month at 12:01 A.M., standard time, at the
      Participating Employer’s main place of business; and

    (2)     
      ends
      on
      the last day of the same month at 12:00 midnight at the same place.

    


    INSURED
      PERSON
      means an
      employee of the Participating Employer:

    (1)     
      who
      is
      regularly scheduled to work at least 25 hours per week;

    (2)     
      who
      has
      been named by the Participating Employer as eligible for Policy
      coverage;

    (3)     
      who
      has
      completed an enrollment card provided by the Company;

    (4)     
      for
      whom
      premiums for Policy coverage are being paid; and

    (5)     
      who
      is
      covered under a Base Health Plan; unless requested otherwise on the Employer’s
      Participation Agreement.

    


    If
      requested on the Employer’s Participation Agreement, the term “Insured Person”
may also include:

    (1)     
      a
      Participating Employer’s retired employee;

    (2)     
      an
      Insured Person’s surviving spouse who is not remarried; or

    (3)     
      a
      member
      of a Participating Employer’s board of directors.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Such
      persons must meet parts (1) through (4) above; but their Base Health Plan may
      consist of coverage under Medicare Parts A and B, plus a Medicare Supplement
      Insurance Policy.

    


    LOSS
      OF A MEMBER
      means
      Loss of Hand or Foot, or Loss of an Eye.

    


    LOSS
      OF HAND OR FOOT
      means
      complete severance through or above the wrist or ankle joint. (In South
      Carolina, “Loss of Hand” can also mean the loss of four whole fingers from one
      hand.)

    


    LOSS
      OF AN EYE
      means
      total and irrevocable loss of sight in that eye.

    


    LOSS
      OF THUMB AND INDEX FINGER
      means
      severance of the thumb and index finger of the same hand, through or above
      the
      joint closest to the wrist. (In California, it can also mean loss by complete
      severance of at least one whole phalanx of each.)

    


    PARTICIPATING
      EMPLOYER or
      EMPLOYER
      means an
      employer who has been accepted and approved by the Company for participation
      in
      the plan of coverage provided by the Policy.

    


    PLAN
      YEAR
      means:

    (1)     
      that
      calendar year during which the Employer’s coverage first takes effect;
      and

    (2)     
      each
      subsequent calendar year after that.

    


    PHYSICIAN
      means a
      licensed physician, surgeon or other medical practitioner who:

    (1)     
      must
      be
      recognized as a physician for insurance purposes under the state laws which
      apply where the Employer’s Certificates are delivered; and

    (2)     
      is
      acting
      within the scope of his or her license.

    


    The
      term
“Physician” does not include:

    (1)     
      the
      Insured Person;

    (2)     
      the
      Insured Person’s spouse, parent, child or sibling; or

    (3)     
      anyone
      related to the Insured Person’s spouse by the same degree.

    


    POLICY
      means
      the Group Accident and Medical Expense Reimbursement Insurance Policy issued
      by
      the Company to the Group Policyholder.

    


    II
–
      GENERAL
      PROVISIONS

    


    ENTIRE
      CONTRACT. The
      entire contract between the parties consists of:

    (1)     
      the
      Policy and the Group Policyholder’s application attached to it;

    (2)     
      the
      Participating Employers’ Participation Agreements; and

    (3)     
      the
      Insured Persons’ enrollment cards, if any.

    


    All
      statements made by the Group Policyholder, by the Participating Employers,
      and
      by Insured Persons are representations and not warranties. No statement made
      by
      an Insured


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    Person
      will be used to contest the coverage provided by the Policy; unless a copy
      of
      the statement is furnished to:

    (1)     
      the
      Insured Person with the Group Certificate; or

    (2)     
      the
      Insured Person’s Beneficiary.

    


    Only
      an
      Officer of the Company may change the Policy or extend the time for payment
      of
      any premium. No change will be valid unless made in writing and signed by an
      Officer of the Company. Any change so made will be binding on all persons
      referred to in the Policy.

    


    INCONTESTABILITY.
      Except
      for the non-payment of premiums, the Company may not contest the validity of
      the
      Policy as to any Insured Person, after coverage has been in force for that
      person for two years during his or her lifetime. No statement made by an Insured
      Person will be used to contest the validity of the Policy; unless the statement
      is contained in a written application signed by the Insured Person.

    


    INFORMATION
      TO BE FURNISHED.
      The
      Group Policyholder and Participating Employers may be required to furnish
      information needed to administer the Policy. Clerical error by the Group
      Policyholder or a Participating Employer:

    (1)     
      will
      not
      affect insurance which otherwise would be in effect; and

    (2)     
      will
      not
      continue insurance which otherwise would be terminated.

    


    Once
      an
      error is discovered, an equitable adjustment in premium will be made. If a
      premium adjustment involves the return of unearned premium, the amount of the
      refund will be limited to the 12 month period prior to the date the Company
      receives proof such an adjustment should be made. The Company may inspect any
      of
      the Group Policyholder’s and Participating Employers’ records which relate the
      Policy.

    


    MISSTATEMENT
      OF AGE.
      If an
      Insured Person’s age has been misstated, premiums will be subject to an
      equitable adjustment. If the amount of benefit depends upon age, the benefit
      will be the amount which would have been payable based upon the person’s correct
      age.

    


    CERTIFICATES.
      The
      Participating Employer will be furnished individual Certificates for delivery
      to
      each Insured Person. These Certificates summarize the benefits provided by
      the
      Policy. If there is a conflict between the Policy and the Certificate, the
      Policy will control.

    


    NON-PARTICIPATION.
      The
      Policy does not participate in the Company’s profits or surplus.

    


    ASSIGNMENT.
      The
      insurance and benefits provided under the Policy may not be
      assigned.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    CONFORMITY
      WITH STATE STATUTES.
      If any
      provision of the Policy conflicts with any applicable state law, then the
      provision will be deemed to conform to the minimum requirements of the
      law.

    


    WORKER’S
      COMPENSATION.
      The
      Policy is not to be construed to provide benefits required by Worker’s
      Compensation laws.

    


    III
–
PARTICPATING
      EMPLOYERS

    


    A
      Participating Employer has no rights under the Policy; except as provided in
      this Section. The Participating Employer will be liable for all accrued premiums
      payable for any of its employees and their Dependents who are insured under
      the
      Policy.

    


    EMPLOYER’S
      EFFECTIVE DATE.
      The
      Participating Employer’s Effective Date of participation under the Policy will
      be the latest of:

    (1)     
      the
      date
      the Policy is issued;

    (2)     
      the
      first
      day of the Insurance Month after the Company approves the employer’s
      Participation Agreement; or

    (3)     
      any
      other
      date agreed upon by the Company and the Participating Employer.

    


    EMPLOYER
      TERMINATION.
      A
      Participating Employer’s participation under the Policy ends on the earliest of
      the following dates:

    (1)     
      the
      date
      the Participating Employer suspends active business operations; is placed in
      bankruptcy or receivership; dissolves, merges or otherwise alters its
      existence;

    (2)     
      the
      date
      the Participating Employer is excluded from coverage by amendment or termination
      of the Policy;

    (3)     
      the
      end
      of the Insurance Month in which the Company receives the Participating
      Employer’s written request to cease participation; or

    (4)     
      the
      end
      of the last Insurance Month for which premium is paid.

    


    On
      the
      day participation ends, Policy coverage will terminate for all of the
      Participating Employer’s employees and their Dependents. After participation
      ends, the employer may not become a Participating Employer again; until the
      Company re-approves it as such.

    


    IV–
POLICY
      TERMINATION

    


    GRACE
      PERIOD.
      A grace
      period of 60 days from the due date will be allowed for the payment of each
      premium after the first. If any quarterly premium remains unpaid through the
      last day of the grace period; then Policy coverage will terminate automatically,
      on the day the grace period ends. The Participating Employer will remain liable
      for premium for the period Policy coverage remains in effect during the grace
      period.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    POLICY
      TERMINATION.
      Until
      the premium rate has been in effect for at least 12 months, the Company may
      terminate the Policy coverage on any premium due date; but only if:

    (1)     
      the
      Participating Employer suspends active business operations; is placed in
      bankruptcy or receivership; dissolves, merges or otherwise alters its
      existence;

    (2)     
      there
      are
      fewer than 100 Insured Persons covered under the Policy;

    (3)     
      there
      is
      a change in state or federal law affecting the terms of the Policy;
      or

    (4)     
      the
      Participating Employer without good cause, fails to perform its duties relating
      to the Policy or to promptly furnish any information the Company may reasonably
      require.

    


    To
      do so,
      the Company must give the Group Policyholder and Participating Employers at
      least 31 days’ prior written notice of its intent to terminate the
      Policy.

    


    EFFECT
      OF POLICY TERMINATION.
      On the
      date the Policy ends, Policy coverage will terminate for all of the Employer’s
      employees and their Dependents. The Employer cannot become a Participating
      Employer again, until the Company reapproves it as such.

    


    NOTE
      TO INSURED PERSONS. The
      Employer shall forward the notice of cancellation, nonrenewal or expiration
      of
      the Policy to each Insured Person, as soon as reasonably possible.

    


    V–
INSURED
      PERSONS AND DEPENDENTS

    


    ELIGIBILITY
      AND EFFECTIVE DATES. An
      employee becomes eligible for Policy coverage on the later of:

    (1)     
      the
      date
      his or her employer becomes a Participating Employer; or

    (2)     
      the
      first
      day of the month following the date the employee first meets the definition
      of
      Insured Person shown in Section I.

    An
      employee’s coverage takes effect on the date he or she becomes eligible. A
      Dependent’s coverage takes effect on the later of:

    (1)     
      the
      date
      the Insured Person’s coverage takes effect; or

    (2)     
      the
      date
      he or she first meets the definition of an eligible Dependent shown in Section
      I.

    


    INDIVIDUAL
      TERMINATION.
      An
      Insured Person’s coverage will end on the earliest of:

    (1)     
      the
      date
      the Policy terminates;

    (2)     
      the
      date
      his or her employer is no longer a Participating Employer;

    (3)     
      the
      last
      day of the Insurance Month in which the Insured Person requests to cancel the
      insurance;

    (4)     
      the
      last
      day of the Insurance Month for which the last premium is paid for the
      insurance;

    (5)     
      the
      date
      he or she is no longer an eligible Insured Person as defined in Section
      I;

    (6)     
      the
      date
      the Insured Person enters the Armed Forces of any state or country on active
      duty; except for duty of 30 days or less for training in the Reserves
      or


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    National
      Guard. (The Company will refund any unearned premium upon receipt of proof
      of
      military service); or

    (7)     
      the
      date
      the Insured Person’s employment with the Participating Employer ends; except
      when:

    (a)     
      the
      Insured Person is entitled to a Continuation provided below; or

    (b)     
      the
      Participating Employer has elected to cover the Insured Person as a retired
      employee, surviving spouse or member of its board of directors.

    


    If
      an
      Insured Person is covered as a retired employee, surviving spouse or member
      of
      the Participating Employer’s board of directors; then that person’s Accidental
      Death and Dismemberment Insurance will end on his or her 65th
      birthday.

    


    A
      Dependent’s coverage will end on the earliest of:

    (1)     
      the
      date
      the Insured Person’s insurance ends;

    (2)     
      the
      date
      he or she is no longer an eligible Dependent as defined in Section I;
      or

    (3)     
      the
      date
      the Dependent enters the Armed Forces of any state or country on active duty;
      except for duty of 30 days or less for training in the Reserves or National
      Guard. (The Company will refund any unearned premium upon receipt of proof
      of
      military service.)

    


    CONTINUATION.
      Ceasing
      active work results in termination of eligibility; but coverage may be continued
      as follows.

    (1)     
      If
      the
      Insured Person is disabled due to illness or injury; then insurance may be
      continued during the disability resulting from that condition.

    (2)     
      If
      the
      Insured Person is on a temporary layoff or an approved leave of absence; then
      insurance may be continued for three Insurance Months following the month in
      which the layoff began.

    (3)     
      If
      the
      Insured Person or Dependent is entitled to continue coverage in accord with
      any
      federal or state law, which applies where the Participating Employer’s
      Certificates are delivered; then insurance may be continued for the period
      required by law.

    


    Throughout
      any period of continued coverage, the employer must remain a Participating
      Employer; and premium payments must be made on the person’s behalf.

    


    INDIVIDUAL
      REINSTATEMENT.
      An
      Insured Person who returns to work within 12 months after insurance ends will
      again be eligible for Policy coverage on the date of return to active work;
      provided:

    (1)     
      the
      employer remains a Participating Employer;

    (2)     
      the
      employee meets the definition of an Insured Person; and 

    (3)     
      premium
      payments are resumed on his or her behalf.

    


    VI
–
MEDICAL
      EXPENSE REIMBURSEMENT
      INSURANCE

    


    BENEFITS.
      If an
      Insured Person or Dependent incurs Covered Medical Expenses, during the
      Participating Employer’s Plan Year; then the Company will pay benefits
      equal


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    to
      the
      amount of such expenses incurred in excess of the Deductible. Benefits will
      not
      exceed:

    (1)     
      the
      Per
      Occurrence Limit for Covered Medical Expenses incurred as a result of any one
      condition or period of confinement during any calendar year; or

    (2)     
      the
      Maximum Medical Benefit for Covered Medical Expenses incurred by the Insured
      Person and any Dependents combined during any calendar year.

    The
      Per
      Occurrence Limit and Maximum Medical Benefit are shown in the Schedule of
      Benefits on the face page.

    


    PER
      OCCURRENCE LIMIT.
      Covered
      Medical Expenses incurred by the same Insured Person or Dependent during any
      one
      calendar year will be subject to the Per Occurrence Limit, if such expenses
      result from:

    (1)     
      the
      same
      or related condition, illness or injury. Treatment of all injuries sustained
      by
      any one Insured Person or dependent, as a result of the same accident, will
      be
      considered one occurrence.

    (2)     
      the
      same
      or related surgical procedures. Two or more surgical procedures will be
      considered one occurrence if performed bilaterally, on two or more phalanges,
      or
      in the same orifice or operative field; unless the procedures are performed
      during separate operative sessions and are due to unrelated
      conditions.

    (3)     
      the
      same
      period of confinement in a hospital, skilled nursing care facility or other
      health care facility. Two or more confinements will be considered parts of
      the
      same period of confinement, whether they are in the same or different health
      care facility; unless they are separated by at least 30 consecutive days without
      confinement.

    (4)     
      the
      same
      course of dental treatment. A course of dental treatment is a series of dental
      or orthodontic services prescribed by a dentist to correct a specific dental
      condition. It will be considered one occurrence; regardless of the number of
      teeth, quadrants, procedures, prothodontics, sessions or adjustments
      involved.

    


    COVERED
      MEDICAL EXPENSES. Covered
      Medical Expenses include reasonable expenses for necessary medical care
      which:

    (1)     
      are
      allowed as a medical deduction by Section 213 of the U.S. Internal Revenue
      Code
      of 1954, as amended;

    (2)     
      are
      incurred for the Insured Person’s or Dependent’s medical care;

    (3)     
      are
      the
      Insured Person’s legal obligation to pay; and

    (4)     
      are
      not
      payable under the Base Health Plan.

    


    Such
      medical care or expense may include (but is not limited to):

    (1)     
      hospital,
      medical and surgical services to diagnose or treat an illness or
      injury;

    (2)     
      routine
      physical exams, routine laboratory tests and preventive
      inoculations;

    (3)     
      dental
      work, prescription drugs and medical equipment;

    (4)     
      the
      fitting and cost of hearing aids, eyeglasses and contact lenses;

    (5)     
      transportation
      that is primarily for and essential to medical care; and

    (6)     
      premiums,
      contributions, subscriber or capacitation fees an Insured Person pays
      for:


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    (a)     
      the
      Participating Employer’s Base Health Plan (or Medicare and a Medicare Supplement
      Insurance Policy); and

    (b)     
      any
      dental, vision or prescription drug plan provided by that Employer.

    


    Covered
      Medical Expenses will not exceed the usual and customary charge. This is the
      amount charged by most other Physicians or health care practitioners with
      similar training and experience, within the same geographic area, for a
      comparable service. That “area” may be a city, metropolitan area, county or
      greater area; as needed to identify a cross section of providers of the same
      or
      similar service. For expense incurred outside the United States, the Usual
      and
      Customary Charge will be the amount allowed for that service, if performed
      in
      the Company’s domicile in Omaha, Nebraska.

    


    DEDUCTIBLE.
      The
      Deductible is any amount of benefits payable to the Insured Person or Dependent
      for the same medical care under:

    (1)     
      the
      Base
      Health Plan;

    (2)     
      any
      other
      self-insured health plan or group health, dental, vision or prescription drug
      policy; or

    (3)     
      worker’s
      compensation, Medicare or other government program.

    If
      a
      claimant is not covered by a Base Health Plan when Covered Medical Expenses
      are
      incurred; then the Deductible will be determined as if he or she was covered
      for
      the minimum benefits shown in Section I.

    


    EXCLUSIONS
      AND LIMITATIONS.
      Covered
      Medical Expenses do not include charges:

    (1)     
      which
      are
      in excess of the usual and customary charge for that service.

    


    (2)     
      for
      services or supplies which:

    (a)     
      are
      not
      recommended, approved or certified as medically necessary by a
      Physician;

    (b)     
      are
      provided by a Physician or other health care practitioner who is the Insured
      Person; his or her spouse, parent, child or sibling,; or anyone related to
      the
      Insured Person’s spouse by the same degree; or

    (c)     
      are
      beyond the scope of the Physician’s, health care practitioner’s or facility’s
      license; or are illegal where they were provided.

    


    (3)     
      for
      any
      cosmetic surgical procedure, cosmetic dental procedure, or drug or medicine
      prescribed for cosmetic use; except to restore function or repair a
      disfigurement resulting from:

    (a)     
      a
      congenital birth defect; or

    (b)     
      an
      injury, disease or its surgical treatment (such as reconstruction after removal
      of a malignancy).

    


    Cosmetic
      surgical procedures include (but are not limited to):

    (a)     
      face
      lifts, dermabrasion, chemical peels and collagen injections;

    (b)     
      voluntary
      radial kerototomy, blepharoplasty, rhinoplasty, or otoplasty;

    (c)     
      liposuction,
      breast augmentation or reduction; and


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (d)     
      hair
      transplants and electrolysis.

    


    Cosmetic
      dental procedures include (but are not limited to) tooth bleaching, facings
      on
      crowns or pontics distal to the second bicuspid, and characterization of
      dentures.

    


    Drugs
      or
      medicines prescribed for cosmetic use include (but are not limited to) wrinkle
      treatments and hair growth stimulants.

    


    (4)     
      for
      the
      following services or expenses, whether or not they are prescribed or
      recommended by a Physician:

    (a)     
      weight
      loss or smoking cessation programs or medications, when provided for general
      health;

    (b)     
      physical
      therapy, massage therapy, hydrotherapy, or steam baths; when provided for
      general health or to relieve discomfort, rather than for a specific medical
      condition;

    (c)     
      nonprescription
      drugs or medicines (except insulin);

    (d)     
      vitamins,
      minerals, enzymes, herbal or homeopathic preparations, special foods or dietary
      supplements; which:

    
      	 	
              (i)

            	
              can
                be obtained without a Physician’s written prescription;
                or

            


    

    
      	 	
              (ii)

            	
              have
                an over-the-counter equivalent;

            


    

    (e)     
      non-nursing
      services provided by a personal attendant, companion or
      housekeeper;

    (f)     
      travel,
      lodging or meals while vacationing at a health spa, resort, camp or
      retreat;

    (g)     
      health
      club, athletic association or country club membership or dues; or

    (h)     
      any
      other
      service or expense not allowed as a medical deduction by Section 213 of the
      U.S.
      Internal Revenue Code, as amended.

    


    (5)     
      for
      modification of the Insured Person’s home, yard, motor vehicle or workplace; or
      the purchase or rental of nonmedical equipment, such as:

    (a)     
      an
      air
      conditioner, humidifier or purifier;

    (b)     
      exercise,
      sports or motorized transportation equipment;

    (c)     
      a
      ramp.
      Lift, escalator or elevator; or

    (d)     
      a
      sun or
      heat lamp, whirlpool bath, hot tub, sauna or swimming pool;

    


    (6)     
      for
      transportation which is not primarily for and essential to medical
      care;

    


    (7)    
      for
      premiums, contributions, or fees an Insured Person pays for the cost
      of:

    (a)     
      any
      disability income insurance;

    (b)     
      any
      accidental death and dismemberment insurance; or

    (c)     
      any
      health care plan; except for the Base Health Plan (or Medicare and a Medicare
      Supplement Insurance Policy) and any dental, vision or prescription drug plan
      provided by the Employer;

    


    (8)    
      for
      medical treatment provided by a health care facility or practitioner
      which:


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (a)     
      does
      not
      charge the Insured Person for the services; or

    (b)     
      does
      not
      normally charge for such services in the absence of insurance;

    


    (9)     
      for
      services which are provided by or reimbursable under Worker’s Compensation,
      Medicare or any other government program (except Medicaid); or

    


    (10)    in
      connection with any sickness contracted or injury sustained:

    (a)     
      during
      active duty or training in the armed forces, Reserves or National Guard of
      any
      state or country; or

    (b)     
      as
      a
      result of war, whether declared or undeclared; any act of war; or resistance
      to
      armed invasion or aggression.

    


    VII
–
ACCIDENTAL
      DEATH AND DISMEMBERMENT
      INSURANCE

    


    DEATH
      OR DISMEMBERMENT BENEFIT. The
      Company will pay the benefit listed below, if:

    (1)     
      an
      Insured Person sustains an Injury while insured under the Policy;
      and

    (2)     
      the
      Injury directly causes one of the following Covered Losses within 365 days
      after
      the date of the accident.

    The
      loss
      must result directly from the Injury and from no other causes.

    


    TABLE
      OF COVERED
      LOSSES                                                              BENEFIT

    


    Loss
      of
      Life                                                                                                  
Principal
      Sum

    Loss
      of
      One Member (Hand, Foot or
      Eye)                                                
1⁄2
      Principal Sum

    Loss
      of
      Two or More
      Members                                                                  
Principal
      Sum

    Loss
      of
      Thumb and Index
      Finger                                                                 
1⁄4
      Principal Sum

    


    The
      Principal Sum is shown in the Schedule of Insurance. If any Insured Person
      sustains more than one loss resulting from the same accident, the benefit will
      be the one largest amount listed. Benefits will not exceed the Principal sum
      for
      all of his or her losses combined.

    


    TO
      WHOM PAYABLE.
      Benefits
      for the Insured Person’s loss of life will be paid in accord with the
      Beneficiary section. Any other benefits will be paid to the Insured
      Person.

    


    EXCLUSIONS.
      Accidental
      Death and Dismemberment Insurance benefits will not be paid for Loss resulting
      from:

    (1)     
      intentionally
      self-inflicted injury or attempted injury, while sane or insane;

    (2)     
      sickness,
      disease or bodily infirmity; except for:

    (a)     
      a
      bacterial infection resulting from an accidental cut or wound; or

    (b)     
      the
      accidental ingestion of a poisonous food substance;

    (3)     
      medical
      or surgical treatment; except when it is for a covered injury;


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (4)     
      the
      Insured Person’s voluntary participation in a riot, insurrection or the
      commission of a felony;

    (5)     
      war
      or
      any act of war, whether declared or undeclared; or any injury which occurs
      during active duty or training in the armed forces, Reserves or National Guard
      of any state or country;

    (6)     
      travel
      or
      flight in any aircraft; except as a fare-paying passenger on a regularly
      scheduled flight with a licenses commercial airline;

    (7)     
      the
      Insured Person’s taking part in any aeronautical sport, ballooning, hang gliding
      or parachute jumping; except when a parachute jump is made to preserve his
      or
      her life;

    (8)     
      the
      Insured Person’s driving a motor vehicle while intoxicated, impaired or under
      the influence of drugs:

    (a)     
      as
      defined by the jurisdiction where the accident occurs;

    (b)     
      whether
      or not the driver is convicted of the offense.

    However,
      this Part 8 will not apply when drugs are taken as prescribed by a
      Physician.

    


    VIII
–
CLAIM
      PROCEDURES

    


    MEDICAL
      EXPENSE REIMBURSEMENT CLAIMS. For
      Medical Expense Reimbursement claims, the Insured Person is not required to
      send
      a written notice of claim or a request for claims forms to the Company. Instead,
      the Insured Person may submit proof of any Covered Medical Expenses to the
      Participating Employer on forms furnished by the employer. This may be
      done:

    (1)     
      at
      any
      time during the calendar year in which such expenses are incurred;
      or

    (2)     
      within
      90
      days after the close of that calendar year. (Exceptions for late proof will
      be
      made only as provided below.)

    


    The
      Participating Employer will then:

    (1)     
      verify
      any amounts payable for such expenses under the Base Health Plan;
      and

    (2)     
      submit
      the verified claims to the Company at least monthly.

    Any
      Medical Expense Reimbursement benefits will be paid as soon as the Company
      receives proper written proof of loss; provided the required premium has been
      paid on the Insured Person’s behalf.

    


    ACCIDENTAL
      DEATH OR DISMEMBERMENT CLAIMS.
      For an
      accidental death or dismemberment claim, a written notice of a claim must be
      given within 20 days after the loss occurs. The notice must be sent to the
      Company’s Home Office. It should include:

    (1)     
      the
      Insured person’s name and address; and

    (2)     
      the
      number of the Policy.

    


    When
      this
      notice of claim is received, the Company will send the Insured Person forms
      for
      filing the required proof. If the Insured Person does not receive these forms
      within 15 days; then the proof of loss requirement may be met by giving the
      Company a written statement of the nature and extent of the loss, within the
      required time period.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    For
      an
      accidental death or dismemberment claim, the Company must be given written
      proof
      of loss within 90 days after the loss occurs. (Exceptions for late proof will
      be
      made only as provided below.) Any benefits payable for accidental death or
      dismemberment will be paid as soon as the Company receives proper written proof
      of loss.

    


    EXCEPTIONS
      FOR LATE PROOF. If
      it was
      not reasonably possible to give written proof in the time required, the claim
      will not be reduced or denied solely for this reason; provided proof is filed
      as
      soon as reasonably possible. In any event, proof of loss must be given no later
      than one year from such time; unless the Insured Person was legally
      incapacitated.

    


    LEGAL
      ACTIONS.
      No legal
      action to recover any benefits may be brought until 60 days after the required
      written proof of loss is given. No legal action may be brought more than three
      years after the date written proof of loss is required to be given.

    


    PHYSICAL
      EXAMINATIONS. The
      Company, at its expense, may:

    (1)     
      have
      an
      Insured Person examined, as often as reasonably necessary, while any claim
      is
      pending; and

    (2)     
      have
      an
      autopsy made, where allowed by law, if a claim for death benefits is
      made.

    


    RIGHT
      OF RECOVERY. If
      benefits are overpaid on any claim, full reimbursement is required:

    (1)     
      within
      60
      days after the Company requests reimbursement;

    (2)     
      whether
      the overpayment is due to fraud, misrepresentation, the Company’s error in
      processing a claim, or any other reason.

    If
      reimbursement is not made, the Company has the right to reduce future benefits
      until full reimbursement is made; or to recover such overpayments from the
      Insured Person or his or her estate.

    


    COMPANY’S
      DISCRETIONARY AUTHORITY. Except
      for those functions which the Policy specifically reserves to the Group
      Policyholder or Participating Employer, the Company has the authority to manage
      the Policy, administer claims, interpret its provisions and resolve questions
      arising under it. The Company’s authority includes the right to:

    (1)     
      establish
      administrative procedures, determine eligibility and resolve claims questions;
      and

    (2)     
      determine
      what information it reasonably requires to make such decisions.

    


    IV
–
BENEFICIARY

    


    PAYMENTS
      TO BENEFICIARY. At
      the
      death of an Insured Person, any amount payable as a result of his or her death
      will be paid to the named Beneficiary who survives the Insured Person. If no
      named Beneficiary survives the Insured Person, payment will be
      made:

    (1)     
      to
      the
      Insured Person’s estate; or


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    (2)     
      in
      accord
      with the Facility of Payment section.

    The
      right
      of a Beneficiary to receive any such amount is subject to the Facility of
      Payment section of the Policy.

    


    If
      the
      Insured Person’s Beneficiary dies:

    (1)     
      within
      15
      days of the Insured Person’s death; and

    (2)     
      before
      the Company receives satisfactory proof of the Insured Person’s death; payment
      will be made as if the Insured Person had survived the Beneficiary; unless
      the
      other provisions have been made.

    


    NAMING
      THE BENEFICIARY. An
      Insured Person’s Beneficiary will be as shown on his or her enrollment card;
      unless changed. If the Policy replaces a group policy provided similar
      coverages; then an Insured Person’s Beneficiary named under the prior policy
      will be the Beneficiary under the Policy, until changed.

    


    CHANGING
      THE BENEFICIARY. Only
      the
      Insured Person (or his or her assignee) may change the Beneficiary. A new
      Beneficiary may be named by filing a written notice of the change with the
      Company at its Home Office. The change will be effective as of the date it
      was
      signed; subject to any action taken by the Company before it received notice
      of
      the change.

    


    X
–
FACILITY
      OF PAYMENT

    


    If
      any
      benefit under the Policy becomes payable to an Insured Person’s estate, a minor,
      or any person who (in the Company’s opinion) is not competent to give a valid
      release; then the Company, at its option, may make payment to any one or more
      of
      the following:

    (1)     
      a
      person
      who has assumed the care and support of the Insured Person or
      Beneficiary;

    (2)     
      a
      person
      who has incurred expense as a result of the Insured Person’s last illness or
      death;

    (3)     
      the
      personal representative of the Insured Person’s estate; or

    (4)     
      any
      person related by blood or marriage to the Insured Person.

    


    No
      payment made as provided above may exceed $1,000; or the amount permitted by
      state law, if less. A payment made in good faith under this Section will
      discharge the Company to the extent of that payment. Any unpaid balance will
      be
      paid to the Insured Person’s estate; or to the Insured Person’s Beneficiary upon
      attaining the age of majority; or becoming competent to give a valid
      release.

    


    XI
–
SETTLEMENT
      OPTIONS

    


    All
      or
      part of any death or dismemberment benefit may be received in installments,
      by
      making written election to the Company. Such election may be made:

    (1)     
      by
      the
      Insured Person, while living; or

    (2)     
      by
      the
      person who is to receive payment, if no such election is in effect at the time
      of the Insured Person’s death.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    Any
      such
      election must comply with the Company’s practices at the time it is made. The
      amount applied under a settlement option must be at least $2,000. It must be
      sufficient to provide a payment of at least $20 per month.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    CERTIFICATE
      AMENDMENT NO. 1

    


    TO
      BE ATTACHED TO THE CERTIFICATE FOR GROUP POLICY NO:
      05-000199

    


    ISSUED
      TO: First
      Bank, as Trustee of GLIC’s Medical Expense Reimbursement Insurance
      Trust

    


    FOR
      CERTIFICATES DELIVERED IN MISSOURI

    


    A.         
      Under
      Section V – INSURED PERSONS AND DEPENDENTS, the following provisions are
      added:

     

          
      SPOUSE CONTINUATION. If an Insured Person’s surviving, divorced or legally
      separated spouse:

    (1)     
      is
      entitled and elects to continue Policy coverage under federal COBRA law;
      and

    (2)     
      is
      age 55
      or older when Policy coverage would otherwise end due to expiration of COBRA
      continuation coverage;

    Then
      coverage for that former spouse and an eligible Dependent children may be
      continued longer; subject to timely notice and payment of premiums. The former
      spouse must notify the Employer within 60 days of a divorce or legal separation.
      The Employer must send the former spouse:

    (1)     
      notice
      of
      this continuation right, with election and premium payment
      instructions;

    (2)     
      within
      14
      days after receiving notice of the Insured Person’s death or dissolution of
      marriage.

    To
      elect
      this continuation, the spouse must return a written election within 60 days
      after the Employer send notice; and premium payment must be made within 45
      days
      of such election. Continued Policy coverage will end on the earliest
      of:

    (1)     
      the
      date
      any premium is due and unpaid by the end of the grace period;

    (2)     
      the
      date
      the former spouse attains age 65, remarries or becomes insured under another
      group health plan; or

    (3)     
      the
      date
      the Policy terminates or the Employer ceases to be a Participating
      Employer.

    


    POLICY
      TERMINATION DURING TOTAL DISABILITY – EXTENSION OF BENEFITS.
      Termination of this Policy will have no effect on any Accidental Death or
      Dismemberment benefits otherwise payable; provided:

    (1)     
      that
      person’s loss is due to a covered accidental Injury;

    (2)     
      the
      accidental Injury occurred while he or she was insured under this Policy;
      and

    (3)     
      the
      Injury directly caused a Covered Loss within 365 days of the date of the
      accident.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Termination
      of this Policy while an Insured Person is Totally Disabled will have no effect
      on any Medical Expense Reimbursement benefits otherwise payable under this
      Policy; provided:

    (1)     
      the
      Covered Medical Expenses were incurred before or within 90 days after this
      Policy terminated; and

    (2)     
      similar
      Medical Expense Reimbursement benefits are not payable under any plan which
      replaces this Policy.

    If
      the
      Person is no longer covered by a Base Health Plan when such Covered Medical
      Expenses are incurred; then the Deductible will be determined as if he or she
      was covered for the minimum benefits shown in Section I. Satisfactory proof
      of
      Total Disability must be submitted to the Company within 31 days after this
      Policy terminates.

    “Total
      Disability”
      means an
      Insured Person is unable, due to sickness or injury, to perform the material
      and
      substantial duties of his or her regular occupation; or to engage in any
      employment or occupation for which he or she is reasonable qualified by reason
      of education, training or experience.

    


    B.          
      Under
      Section VI – MEDICAL EXPENSE REIMBURSEMENT INSURANCE, The List of Covered
      Medical Expenses is expanded to include:

    (7)     
      formula
      recommended by a Physician to treat phenylketonuria or similar inherited
      metabolic disorders;

    (8)     
      medically
      necessary medication, equipment and supplies to treat diabetes and diabetes
      self
      management education; and

    (9)     
      prosthetics
      and reconstructive surgery following medically necessary mastectomy; including
      surgery of the nondiseased breast to restore symmetry.

    


    C.          
      Under
      Section VII – ACCIDENTAL DEATH AND DISMEMBERMENT INSURANCE, Exclusion (1) is
      amended to read:

    


    (1)     
      intentionally
      self-inflicted injury or attempted suicide, while sane.

    


    D.          
      Under
      Section X - FACILITY OF PAYMENT, the second sentence is amended to
      read:

    


    No
      payment made as provided above may exceed $2,000.

    


    This
      amendment applies only to Certificates delivered to Participating Employers
      in
      the state of Missouri. This amendment takes effect on January 1, 2001, or on
      the
      Insured Person’s effective date of coverage under the Policy; whichever is
      later. In all other respects, the Certificate remains the
      same.

    


    
      	 	
              GUARANTEE
                LIFE INSURANCE COMPANY

            
	 	 
	 	 
	 	
              An
                Officer of the Company