MID ATLANTIC MEDICAL SERVICES, INC.

                         Election to Defer Director Fees

To the Secretary of
Mid Atlantic Medical Services, Inc.

In accordance  with the Plan for Deferral of Directors'  Fees, I hereby elect to
defer  receipt of fees  earned by me for  services  rendered  as a member of the
Board of Directors of the Company during the calendar year  specified  below and
thereafter.  This  election  shall be governed by all of the  provisions  of the
Plan.

1.     This election shall be effective for the year 2000 and thereafter until
changed or terminated by me.

2.      This election shall apply to:

       ( ) All of my Directors' fees.

       ( ) One-half of my Directors' fees.

3.      Earnings on Deferral

        The  amount  deferred  under  Section  2,  and  all  amounts  previously
        deferred,  shall  be  credited  with  earnings  as soon  as  practicable
        following the date of this election until such amounts are paid to me or
        my designated  beneficiary at the prime rate of interest as periodically
        adjusted and published in the Wall Street Journal.

4.    My deferred fees and all earnings thereon shall become payable on the
first day of January following:
      ( ) The date I cease to be a Director.
      ( ) The date I attain my 65th birthday.

      ( ) The later of the date I attain my 65th  birthday  and the date I cease
to be a Director.

5.       When payable, my deferred fees and all earnings thereon shall be paid
to me:

      ( ) In a lump sum payment. ( ) In a series of five annual installments.

      ( ) In a series of quarterly  installments over a five-year period. ( ) In
      a series of ten annual installments.

      ( ) In a series of quarterly installments over a ten-year period.

      ( ) In a series of annual  installments over a period of years equal to my
      life  expectancy  for the age  when my  payments  commence,  based  on the
      mortality  table in effect for  actuarial  equivalents  under the  Company
      Pension Plan at that time.

      ( ) In a series of quarterly  installments over a period of years equal to
      my life  expectancy  for the age when my payments  commence,  based on the
      mortality  table in effect for  actuarial  equivalence  under the  Company
      Pension Plan at that time.

6.    I designate my beneficiary to receive any deferred fees and all earnings
thereon unpaid at my death:

      (Name)

      (Address)

I understand that this election will remain in effect  indefinitely,  subject to
my right to  terminate  it at any time as to fees  earned  after  the  filing of
notice of termination, or to change my selections in paragraph 2, 4 and 5 hereof
with respect to fees earned during succeeding  calendar years. I also understand
that this election is irrevocable  as to fees earned while it is in effect,  but
that I may change or revoke  the  beneficiary  designation  at any time and from
time to time, effective as to all deferred fees and all earnings thereon.

Please  acknowledge  receipt of this  election by signing the enclosed  copy and
returning it to me.

                                            (Signature)


                                            (Date)
The foregoing election was filed with me on
                                             ---------------------------
                                                   Secretary