<PAGE>

                                 EXHIBIT 10.4.5

                              AMENDED AND RESTATED
                              MANAGEMENT AGREEMENT

      THIS MANAGEMENT AGREEMENT (this "Agreement"), dated this 9th day of
September, 2004 by and between Cotton States Mutual Insurance Company (the
"Company"), Cotton States Life Insurance Company ("Cotton States Life") and
William J. Barlow (the "Executive").

      WHEREAS, the Company wishes to assure itself of continuity of management
in the event of any actual or contemplated Change in Control of the Company, and
the Executive is a key employee of the Company and an integral part of its
management; and

      WHEREAS, the Company desires to provide enhanced disability benefits in
the event of the Executive's Disability; and

      WHEREAS, the Company and the Executive have previously entered into an
Amended and Restated Management Agreement concerning the terms hereof, and
Section 6.6 of that agreement provides that the Company and the Executive have
the authority to amend the prior agreement by a writing signed by both parties;
and

      WHEREAS, the Executive agrees to the amendment and restatement of the
prior agreement concerning the terms hereof as a necessary prerequisite of the
consummation of the proposed merger between Cotton States Life and COUNTRY
Medical Plans, Inc. (the "Proposed Merger"); and

      WHEREAS, Cotton States Life has agreed and hereby does assume
responsibility and liability for any and all payments to the Executive pursuant
to the terms and provisions of Article 4 hereof in the event of the consummation
of the Proposed Merger.

      NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants herein contained, the parties hereby agree to amend and restate the
Management Agreement as follows:

                                   ARTICLE 1
                             OPERATION OF AGREEMENT

      This Agreement shall be effective immediately upon its execution by the
parties hereto.

                                    ARTICLE 2
                                TERM OF AGREEMENT

      The term of this Agreement shall be for an initial one (1) year period
commencing on the date of this Agreement. At the end of the initial one (1) year
term, this Agreement shall automatically renew for a one (1) year term on each
succeeding anniversary of this Agreement unless either the Compensation
Committee of the Company or the Executive notifies the other party in writing of
its desire to terminate this Agreement effective at the close of the current

<PAGE>

term. Such written notice must be delivered to the other party prior to the end
of the current term. By written consent of all parties, this Agreement may be
terminated at any time.

                                    ARTICLE 3
                                   DEFINITIONS

      3.1   BOARD OR BOARD OF DIRECTORS. The term "Board" or "Board of
Directors" means the Board of Directors of Cotton States Mutual Insurance
Company.

      3.2   CAUSE. The term "Cause" means either:

            (a)   any act that constitutes, on the part of the Executive, (i)
      fraud, dishonesty, a felony or gross malfeasance of duty, and (ii) that
      directly results in material injury to the Company; or

            (b)   conduct by the Executive in his office with the Company that
      is grossly inappropriate and demonstrably likely to lead to material
      injury to the Company, as determined by the Board acting reasonably and in
      good faith;

provided, however, that in the case of (b) above, such conduct shall not
constitute Cause unless the Board shall have delivered to the Executive notice
setting forth with specificity the conduct deemed to qualify as Cause,
reasonable action that would remedy such objection, and a reasonable time (not
less than 30 days) within which the Executive may take such remedial action, and
the Executive shall not have taken such specified remedial action within such
specified reasonable time.

      3.3   CHANGE IN CONTROL. A "Change in Control" shall be deemed to have
occurred if there is a Change in Control of the Company or Cotton States Life,
as defined below.

            (a)   A Change of Control of Company shall be deemed to have
      occurred at such time as:

                  (i)   any "person" (as the term is used in Section 13(d)(2) of
            the Exchange Act) is or becomes the beneficial owner (as defined in
            rule 13(d)-3 of the Exchange Act) directly or indirectly of (A)
            securities generally, (B) voting securities as defined in OCGA
            Section 33-14-17 or (C) membership rights to vote representing in
            any case 20% or more of the combined voting power for election of
            directors of the Company or any successor of Company;

                  (ii)  during any period of two consecutive years or less
            individuals who at the beginning of such period constituted the
            board of directors of Company cease, for any reason, to constitute
            at least a majority of the board of directors, unless the election
            or nomination for election of each new director was approved by a
            vote of at least two-thirds of the directors then still in office
            who were directors at the beginning of the period;

                  (iii) there is any sale or other disposition of Company assets
            representing 50% of more of the net book value of the assets of the
            Company at

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<PAGE>

            the time of the transaction or generating 50% or more of the profits
            of the Company over the three years preceding the transaction; or

                  (iv)  there is any merger or consolidation to which Company is
            a party as a result of which the persons who were the equity owners
            of Company immediately prior to the effective date of the merger or
            consolidation shall have beneficial ownership of less than 50% of
            the combined voting power for election of directors of the surviving
            corporation following the effective date of such merger or
            consolidation.

            (b)   A Change of Control of Cotton States Life shall be deemed to
      have occurred at such time as:

                  (i)   any "person" (as the term is used in Section 13(d)(2) of
            the Exchange Act) is or becomes the beneficial owner (as defined in
            rule 13(d)-3 of the Exchange Act) directly or indirectly of (A)
            securities generally, (B) voting securities as defined in OCGA
            Section 33-14-17 or (C) membership rights to vote representing in
            any case 20% or more of the combined voting power for election of
            directors of Cotton States Life or any successor of Cotton States
            Life;

                  (ii)  during any period of two consecutive years or less
            individuals who at the beginning of such period constituted the
            board of directors of Cotton States Life cease, for any reason, to
            constitute at least a majority of the board of directors, unless the
            election or nomination for election of each new director was
            approved by a vote of at least two-thirds of the directors then
            still in office who were directors at the beginning of the period;

                  (iii) there is any sale or other disposition of Cotton States
            Life assets representing 50% of more of the net book value of the
            assets of Cotton States Life at the time of the transaction or
            generating 50% or more of the profits of Cotton States Life over the
            three years preceding the transaction; or

                  (iv)  there is any merger or consolidation to which Cotton
            States Life is a party as a result of which the persons who were the
            equity owners of Cotton States Life immediately prior to the
            effective date of the merger or consolidation shall have beneficial
            ownership of less than 50% of the combined voting power for election
            of directors of the surviving corporation following the effective
            date of such merger or consolidation.

            (c)   In the event the Company and Executive agree in writing prior
      to any event which would otherwise constitute a Change of Control, that
      such event shall not constitute a Change of Control, then for purposes of
      this Agreement there shall be no such Change of Control upon that event.

            (d)   Notwithstanding anything in the foregoing to the contrary, no
      change in control shall be deemed to have occurred for purposes of this
      Agreement by virtue of any transaction (i) which results in the Executive,
      or a group of Persons which includes the Executive, acquiring, directly or
      indirectly, 20% or more of the combined voting power

                                       3
<PAGE>

      of either the Company's or Cotton States Life's, as applicable,
      securities, voting securities, or memberships; (ii) arranged, participated
      in, or caused by a state insurance regulatory agency possessing
      appropriate jurisdiction on the grounds of failing or deteriorating
      financial condition of either the Company or Cotton States Life which
      results in the acquisition, directly or indirectly, of 20% or more of the
      combined voting power of either the Company's or Cotton States Life's, as
      applicable, securities, voting securities or memberships by any Person; or
      (iii) which results in either the Company or Cotton States Life, any
      subsidiary of either the Company or Cotton States Life or any profit
      sharing plan, employee stock ownership plan or employee benefit plan of
      either the Company or Cotton States Life or any of their subsidiaries (or
      any trustee of or fiduciary with respect to any such plan acting in such
      capacity) acquiring, directly or indirectly, 20% or more of the combined
      voting power of either the Company's or Cotton States Life's, as
      applicable, securities or voting securities.

      3.4   CODE. The term "Code" means the Internal Revenue Code of 1986, as
amended.

      3.5   COMPENSATION COMMITTEE. The term "Compensation Committee" means the
Compensation Committee of the Board of Directors of the Company.

      3.6   DISABILITY. "Disabled" and "Disability" mean, that as a result of an
Injury or Sickness the Executive cannot perform the material duties of the
Executive's regular occupation;

            (a)   "Injury" for purposes of this Section 3.7 shall mean a bodily
      injury, resulting directly from an accident, independent of all other
      causes. The Injury must cause the Disability.

            (b)   "Sickness" for purposes of this Section 3.7 shall mean an
      illness or disease causing Disability. Sickness includes pregnancy,
      childbirth, miscarriage or abortion, or any complications therefrom.

            (c)   The Company in its sole discretion shall determine if the
      Executive is Disabled within the meaning of this Section 3.7.

            (d)   Under no circumstances will an Executive be considered
      Disabled under this Section 3.7 if such Executive is entitled to receive
      benefits under the LTD Plan sponsored by the Company.

      3.7   EXCHANGE ACT. The term "Exchange Act" means the Securities Exchange
Act of 1934 and the rules and regulations promulgated thereunder.

      3.8   INVOLUNTARY TERMINATION. The term "Involuntary Termination" means
termination of the Executive's employment by the Executive following a Change in
Control which, in the reasonable judgment of the Executive, is due to (a) a
change of the Executive's responsibilities, position (including status, office,
title, reporting relationships or working conditions), authority or duties
(including changes resulting from the assignment to the Executive of any duties
inconsistent with his positions, duties or responsibilities as in effect
immediately prior to the Change in Control); or (b) a reduction in the
Executive's compensation or benefits, or (c) a forced relocation of the
Executive outside the Atlanta metropolitan area or

                                       4
<PAGE>

significant increase in the Executive's travel requirements. Involuntary
Termination does not include retirement (including early retirement) within the
meaning of the Company's retirement plan, or death or Disability of the
Executive.

      3.9   LTD PLAN. The term "LTD Plan" means the long-term disability plan
sponsored by the Company.

      3.10  SEVERANCE PAYMENT. The term "Severance Payment" means the payment
described in Section 4.2.

                                   ARTICLE 4
             BENEFITS UPON TERMINATION FOLLOWING A CHANGE IN CONTROL

      4.1   TERMINATION. The Executive shall be entitled to, and the Company
shall pay or provide to the Executive, the benefits described in Section 4.2
below if (a) a Change in Control occurs during the term of this Agreement, and
(b) the Executive's employment is terminated within three (3) years following
the Change in Control either (i) by the Company (other than for Cause or by
reason of the Executive's death or Disability) or (ii) by the Executive pursuant
to Involuntary Termination; provided, however, that if:

            (a)   during the term of this Agreement there is a public
      announcement of a proposal for a transaction that, if consummated, would
      constitute a Change in Control or the Board receives and decides to
      explore an expression of interest with respect to a transaction which, if
      consummated, would lead to a Change in Control (either transaction being
      referred to herein as the "Proposed Transaction"); and

            (b)   the Executive's employment is thereafter terminated by the
      Company other than for Cause or by reason of the Executive's death or
      Disability; and

            (c)   the Proposed Transaction is consummated within one year after
      the date of termination of the Executive's employment,

then, for the purposes of this Agreement, a Change in Control shall be deemed to
have occurred during the term of this Agreement and the termination of the
Executive's employment shall be deemed to have occurred within three (3) years
following a Change in Control.

      4.2   BENEFITS TO BE PROVIDED. If the Executive becomes eligible for
benefits under Section 4.1, the Company shall immediately pay the Executive a
lump sum cash payment (less applicable employment and withholding taxes) equal
to $151,067 (the "Severance Payment"), which amount is the average of the amount
of the Executive's annual salary and annual cash bonuses, payable from the
Company, Cotton States Life or any subsidiary or affiliate of the Company or
Cotton States Life, for the 2001, 2002 and 2003 calendar years. In the event the
Proposed Merger is consummated, Cotton States Life shall be responsible for the
Severance Payment to the Executive.

      4.3   CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.

                                       5
<PAGE>

            (a)   The Severance Payment together with any other payment or
      distribution by the Company or Cotton States Life to or for the benefit of
      the Executive outside of this Agreement ("Payment") may result in an
      excise tax under Code Section 4999. Such excise tax together with any
      interest or penalties on such excise tax are referred to in this Agreement
      as the "Excise Tax."

            (b)   If the Payments do or could result in an Excise Tax (as
      determined in Section 4.3(c) below), the Company shall pay the Executive
      an amount ("Additional Payment") equal to the Excise Tax plus any
      additional income and employment taxes resulting from the Company's
      payment of the Additional Amount. Note that the Company shall not
      reimburse the Executive for any income or employment taxes resulting from
      the Severance Payment. In the event the Proposed Merger is consummated,
      Cotton States Life shall be responsible for the Additional Payment to the
      Executive.

            (c)   The Company shall determine whether an Additional Payment is
      required. The Company shall provide detailed supporting information
      demonstrating whether an Excise Tax will be incurred and the amount of the
      Additional Payment to the Executive. The Company shall provide such
      information to the Executive within fifteen business days after payment of
      the Severance Payment. The Company's determination is binding on the
      Executive; provided, however, that the Company, or, if applicable, Cotton
      States Life shall be obligated to pay all amounts set forth in Section
      4.3(d) below in the event the Internal Revenue Service imposes an Excise
      Tax on Executive.

            (d)   The Executive shall notify the Company in writing of any claim
      by the Internal Revenue Service ("IRS") that, if successful, would require
      the Company, or, if applicable, Cotton States Life, to make an Additional
      Payment to the Executive ("Claim"). The Executive must provide such
      written notice to the Company as soon as practicable but no later than ten
      business days after the IRS sends written notice of the Claim to the
      Executive. The Executive's written notice shall apprise the Company of the
      Claim and the date on which IRS has demanded payment. The Executive shall
      not pay such Claim until 30 days after the Executive provides written
      notice to the Company. If the Company notifies the Executive in writing
      during such 30 day period that it desires to dispute such claim
      ("Dispute"), the Executive shall on a timely basis:

                  (i)   give the Company any information it reasonably requests
            relating to the Claim,

                  (ii)  take such action in connection with contesting the Claim
            as the Company shall reasonably request in writing from time to
            time, including, without limitation, accepting legal representation
            with respect to the Claim by an attorney the Company reasonably
            selects,

                  (iii) cooperate with the Company in good faith in order
            effectively to contest the Claim, and

                  (iv)  permit the Company to participate in any proceedings
            relating to the Claim;

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<PAGE>

            (e)   The Company, or, if applicable, Cotton States Life, shall pay
      all costs and expenses incurred in connection with the Dispute and shall
      indemnify and hold the Executive harmless, on an after-tax basis, for any
      Excise Tax or income tax (including interest and penalties with respect
      thereto) imposed as a result of such representation and payment of costs
      and expenses.

            (f)   The Company shall control all proceedings taken in connection
      with the Dispute. At the Company's sole option, it may pursue or forgo any
      and all administrative appeals, proceedings, hearings and conferences in
      respect of the Dispute. At the Company's sole option, it may either direct
      the Executive to pay the tax claimed and sue for a refund or contest the
      Claim in any permissible manner. The Executive agrees to prosecute the
      Dispute to a determination before any administrative tribunal, in a court
      of initial jurisdiction and in one or more appellate courts, as the
      Company shall determine.

            (g)   If the Company directs the Executive to pay the Claim and sue
      for a refund, the Company, or, if applicable, Cotton States Life shall
      advance the amount of such payment to the Executive, on an interest-free
      basis. Furthermore, the Company, or, if applicable, Cotton States Life
      shall indemnify and hold the Executive harmless, on an after-tax basis,
      from any Excise Tax or income tax (including interest or penalties with
      respect to such Excise Tax) imposed with respect to such advance or with
      respect to any imputed income with respect to such advance. The Company's
      control of the Dispute shall be limited to issues with respect to the
      Additional Amount and the Executive shall be entitled to settle or
      contest, as the case may be, any other issue raised by the Internal
      Revenue Service or any other taxing authority.

            (h)   If, after the advance described in Section 4.3(g) above, the
      Executive becomes entitled to receive any refund with respect to the
      Dispute, the Executive shall promptly pay to the Company, or, if
      applicable, Cotton States Life the amount of such refund (together with
      any interest paid or credited thereon after taxes applicable thereto).

            (i)   If, after the advance described in Section 4.3(g) above, the
      IRS determines that the Executive is not be entitled to a refund with
      respect to the Claim, the Company may take either of the following steps.
      First, the Company may notify the Executive in writing of its intent to
      dispute the IRS determination. In this event, this Section 4.3 shall
      continue in effect with respect to the Dispute. Second, the Company may
      decide to discontinue the Dispute. If so, then the Company's advance shall
      be offset against the Additional Payment. The Executive must notify the
      Company in writing of any IRS determination within 10 days of the
      Executive's receipt of such determination. The Company then has 30 days to
      notify the Executive in writing of its decision to continue or discontinue
      the Dispute.

      4.4   WAIVER OF STANDARD SEVERANCE. In the event the Executive is entitled
to the Severence Payment, the Executive hereby knowingly and voluntarily
releases and waives any claim or right the Executive ever had, now has, or may
have or claims to have against the Company to receive severance benefits
pursuant to the terms of the Company's standard severance program, as the same
may be amended from time to time. In the event the Executive is not entitled to
the Severence Payment, the release and waiver set forth in the foregoing
sentence shall be null and void and the Executive shall be entitled to receive
severance benefits

                                       7
<PAGE>

pursuant to the terms of the Company's standard severance program, as the same
may be amended from time to time.

                                   ARTICLE 5
                               DISABILITY BENEFITS

      5.1   ELIGIBILITY FOR DISABILITY BENEFITS. An Executive shall be eligible
for the disability benefit described in Section 5.2 below ("Disability Benefit")
if the following conditions are satisfied:

            (a)   The Executive is Disabled (as defined in Section 3.7) while
      this Agreement is in effect; and

            (b)   The Executive is "actively at work" (as defined below) at the
      time the Executive becomes Disabled; and

            (c)   At the time the Executive became Disabled, the Executive was
      an active participant in the LTD Plan and had timely remitted all premiums
      for such coverage as set forth in the LTD Plan.

      5.2   DISABILITY BENEFIT.

            (a)   The Company shall pay the Disability Benefit monthly. The
      monthly Disability Benefit shall equal Eighty Percent (80%) of the
      Executive's "monthly base salary" (as defined below) reduced by any
      "offset payments" (as defined below).

            (b)   The Executive's monthly base salary is determined by ignoring
      overtime pay, bonuses, commissions, fringe benefits and any other extra
      compensation. However, monthly base salary shall include any compensation
      the Executive defers under the Company's 401(k) plan or under the
      Company's Section 125 plan. The Executive's monthly base salary shall be
      the greater of 1/12th of the Executive's annual base salary for the
      calendar year immediately preceding the Executive's Disability or the
      Executive's monthly base salary for the month immediately preceding the
      Executive's Disability.

            (c)   The offset payments are: Social Security disability benefits,
      unemployment compensation, worker's compensation benefits, and any other
      amounts which would reduce the Executive's Disability Benefit had the
      Executive been entitled to payments under the LTD Plan. Benefits may be
      offset regardless of whether the Executive makes an application for
      benefits if the Company reasonably determines that the Executive would
      have received benefits if the Executive had made a timely application for
      benefits. If an Executive receives an offset payment in the form of a lump
      sum benefit, such lump sum payment will be divided by 60 and the result
      will be used to reduce the monthly Disability Benefit in each month for
      which benefits are payable.

            (d)   "Actively at Work" means the Executive was actively employed
      for the minimum number of hours the Company establishes as the normal week
      for the Executive at the Company's principal place of business or at other
      Company approved locations.

                                       8
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            (e)   All Disability Benefits shall cease at the earliest of the
      following dates:

                  (i)   Age 65. However, if Disability Benefits must continue
            beyond age 65 to satisfy federal or state age discrimination
            statutes, such payments will continue to the extent necessary to
            satisfy such federal or state statute. A table of post-65 disability
            benefits provided by the Company sponsored LTD Plan shall be used
            for determining the amount of post-65 payments required under this
            Agreement.

                  (ii)  Disability Benefits shall cease when the Executive is no
            longer Disabled under the definition in Section 3.7.

                  (iii) Disability Benefits shall cease if the Company becomes
            insolvent and unable to pay its debts in the ordinary course of its
            business.

                  (iv)  The Executive is no longer under the care of a
            "physician." Physician means any legally qualified physician.
            However, if Disability is due to a mental, psychoneurotic, or
            personality disorder, the physician must also be qualified to
            evaluate and treat mental illness through specialization in or
            training and experience in psychiatric medicine.

                  (v)   The Executive begins work at any occupation or
            employment for wage, profit or gain.

                  (vi)  The Executive fails to furnish proof, as requested by
            the Company that the Executive is Disabled.

                  (vii) The Executive refuses to be examined, if the Company
            requires an examination. The Company may require an examination as
            frequently as would be permitted under the terms of the Company
            sponsored LTD Plan.

                  (viii) The Executive's death.

      5.3   ELIMINATION PERIOD. The Executive must be continually Disabled for
90 consecutive days before the Company becomes obligated to pay Disability
Benefits. The Company shall not pay Disability Benefits for the Executive's
Disability during the Elimination Period.

      5.4   EVIDENCE REQUIREMENT. The Company may require the Executive to
provide evidence of the Executive's Disability as frequently as would be
permitted under the Company sponsored LTD Plan.

      5.5   PRO RATA BENEFITS. If a monthly Disability Benefit is for less than
a month, the Company will pay 1/30 of the monthly Disability Benefit for each
day the Executive is Disabled.

      5.6   EXCLUSIONS. This Agreement does not cover and no Disability Benefit
will be payable to a Participant whose loss is caused by, attributable to, or
resulting from:

            (a)   Intentionally self-inflicted Injury, while sane or insane;

                                       9
<PAGE>

            (b)   The Executive's commission of or attempt to commit assault,
      battery or any felony;

            (c)   Declared or undeclared war or act of war;

            (d)   Insurrection, rebellion, or participation in a riot or civil
      disorder or commotion;

            (e)   Chronic alcoholism;

            (f)   Use of narcotics, barbiturates, or hallucinogenic substances;
      or

            (g)   Any other exclusion provided for in the Company sponsored LTD
      Plan.

                                    ARTICLE 6
                                  MISCELLANEOUS

      6.1   CONTRACT NON-ASSIGNABLE. The parties acknowledge that this Agreement
has been entered into due to, among other things, the special skills of the
Executive, and agree that this Agreement may not be assigned or transferred by
the Executive, in whole or in part, without the prior written consent of the
Company. Any business entity succeeding to all or substantially all of the
business of the Company by purchase, merger, consolidation, sale of assets or
otherwise, shall be bound by this Agreement.

      6.2   NOTICES. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given if delivered or seven days after mailing if mailed, first class,
certified mail, postage prepaid:

         To the Company:             Cotton States Mutual Insurance Company
                                     244 Perimeter Center Parkway
                                     Atlanta, Georgia 30346
                                     Attention: Compensation Committee

         To Cotton States Life:      Cotton States Life Insurance Company
                                     244 Perimeter Center Parkway
                                     Atlanta, Georgia 30346
                                     Attention: Compensation Committee

         To the Executive:           William J. Barlow
                                     244 Perimeter Center Parkway
                                     Atlanta, Georgia 30346

Any party may change the address to which notices, requests, demands and other
communications shall be delivered or mailed by giving notice thereof to the
other party in the same manner provided herein.

      6.3   PROVISIONS SEVERABLE. If any provision or covenant, or any part
thereof, of this Agreement should be held by any court to be invalid, illegal or
unenforceable, either in whole or

                                       10
<PAGE>

in part, such invalidity, illegality or unenforceability shall not affect the
validity, legality or enforceability of the remaining provisions or covenants,
or any part thereof, of this Agreement, all of which shall remain in full force
and effect.

      6.4   NO OBLIGATION TO FUND. The agreement of the Company or Cotton States
Life (or their successors) to make payments to the Executive hereunder shall
represent solely the unsecured obligation of the Company and Cotton States Life
(and their successors), except to the extent the Company or Cotton States Life
(or their successors) in its sole discretion elects in whole or in part to fund
its obligation sunder this Agreement pursuant to a trust arrangement or
otherwise.

      6.5   WAIVER. Failure of either party to insist, in one or more instances,
on performance by the other in strict accordance with the terms and conditions
of this Agreement shall not be deemed a waiver or relinquishment of any right
granted in this Agreement or of the future performance of any such term or
condition or of any other term or condition of this Agreement, unless such
waiver is contained in a writing signed by the party making the waiver.

      6.6   AMENDMENTS AND MODIFICATIONS. This Agreement may be amended or
modified only by a writing signed by all parties hereto, which makes specific
reference to this Agreement.

      6.7   GOVERNING LAW. The validity and effect of this Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Georgia.

      6.8   ARBITRATION OF DISPUTES; EXPENSES. The parties agree, to the maximum
extent allowed by applicable law, that all disputes that may arise between them
relating to the interpretation or performance of this Agreement, including
matters relating to any funding arrangements for the benefits provided under
this Agreement, shall be determined by binding arbitration through an arbitrator
approved by the American Arbitration Association or other arbitrator mutually
acceptable to the parties. The arbitration shall proceed in accordance with the
provisions of the Federal Arbitration Act and the rules and procedures of the
American Arbitration Association. The parties agree that the arbitrators shall
apply the laws of the State of Georgia and any applicable federal law. Unless
otherwise agreed by the parties, all arbitration proceedings shall be held in
Atlanta, Georgia. The award of the arbitrators shall be issued within sixty (60)
days of the close of the hearing or the submission of post-hearing memoranda,
whichever is later, and shall include each arbitrator's individual vote. The
award of the arbitrator shall be final and binding upon the parties and judgment
upon the award rendered may be entered in any court having jurisdiction in the
State of Georgia. In the event the Executive incurs legal fees and other
expenses in seeking to obtain or to enforce any rights or benefits provided by
this Agreement and its successful, in whole or in part, in obtaining or
enforcing any such rights or benefits through settlement, arbitration or
otherwise, the Company shall promptly pay the Executive's reasonable legal fees
and expenses incurred in enforcing this Agreement. Except to the extent provided
in the preceding sentence, each party shall pay its own legal fees and other
expenses associated with the arbitration, provided that the fee for the
arbitrator shall be shared equally.

      6.9   WITHHOLDING. The Company or Cotton States Life may withhold from any
amounts payable under this Agreement such Federal, state, local or foreign taxes
as shall be required to be withheld pursuant to any applicable law or
regulation.

                                       11
<PAGE>

      6.10  SPENDTHRIFT CLAUSE. None of the benefits, payments, proceeds or
distribution under this Plan shall be subject to the claim of any creditor of
the Executive or to any legal process by any creditor of the Executive. The
Executive shall not have any right to alienate, commute, anticipate or assign
any of the benefits, payments, proceeds or distributions under this Agreement.

      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
on its behalf by its duly authorized officers, Cotton States Life has caused
this Agreement to be executed on its behalf by its duly authorized officers and
the Executive has hereunto set his hand, as of the date and year first above
written.

                                         COTTON STATES MUTUAL
                                         INSURANCE COMPANY

                                         /s/ J. Ridley Howard
                                         -------------------------------------
                                         J. Ridley Howard
                                         Chairman of the Board

                                         COTTON STATES LIFE
                                         INSURANCE COMPANY

                                         /s/ J. Ridley Howard
                                         -------------------------------------
                                         J. Ridley Howard
                                         Chairman of the Board

                                         EXECUTIVE

                                         /s/ William J. Barlow
                                         -------------------------------------
                                         William J. Barlow

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