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EXHIBIT 10.1(b)
FIRST AMENDMENT TO THE
AGREEMENT FOR SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS
BETWEEN BLUE CROSS AND BLUE SHIELD OF GEORGIA, INC. AND
XXXXXXX X. XXXXX
This First Amendment is made to that certain Agreement for Supplemental
Executive Retirement Benefits, entered into between Blue Cross and Blue Shield
of Georgia, Inc. (the "Company") and Xxxxxxx X. Xxxxx (the "Executive"), dated
December 1, 1996 (the "SERP").
W I T N E S S E T H:
WHEREAS, the Company and the Executive desire to amend the SERP to make
certain technical corrections to more closely approximate the intent of the
parties at the time of execution; and
WHEREAS, Section 10(f) of the SERP provides that the Company and the
Executive may amend the SERP at any time by a written instrument signed by both
parties; and
WHEREAS, the Board of Directors of the Company has adopted a resolution
authorizing the amendment of the SERP;
NOW, THEREFORE, the SERP hereby is amended as follows:
1.
Effective as of January 1, 1998, Section 3(d)(2) of the SERP is amended
by deleting that section in its entirety and by substituting the following in
lieu thereof:
"3(d)(2) FINAL AVERAGE EARNINGS. Executive's Final Average Earnings
shall equal one-twelfth of Executive's "Final Average Earnings" as
determined under the Qualified Plan, with the following modifications:
(i) Final Average Earnings shall be determined without regard to
the limitation on compensation that is described in Section 401(a)(17)
of the Internal Revenue Code of 1986, as amended;
(ii) Cash incentive payments will be included in the calculation of
Final Average Earnings, regardless of whether Executive receives these
payments directly in cash or defers them under the terms of a
nonqualified deferred compensation plan; and
(iii) If Executive's market target rate for any given calendar year
exceeds his base salary rate, the market target rate shall be used
instead of the base salary rate in the calculation of Final Average
Earnings.
For purposes of this Section, Executive's market target rate for each
year shall equal the 50th percentile market rate as determined and
approved by the Company's Compensation Committee annually."
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2.
Except as specifically set forth herein, the terms of the SERP shall
remain in full force and effect.
IN WITNESS WHEREOF, the Company and the Executive have executed this
First Amendment to the SERP on the 7th day of March, 1998.
COMPANY:
BLUE CROSS AND BLUE SHIELD OF GEORGIA, INC.
By: /s/ Xxxxx X. XxXxxx, Xx.
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Title: Chairman
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Attest:
/s/ Xxxxxxxxx X. Xxxxxxx
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[CORPORATE SEAL]
EXECUTIVE:
/s/ Xxxxxxx X. Xxxxx
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XXXXXXX X. XXXXX
