Executive Benefit Restoration Plan

BLUE CROSS AND BLUE SHIELD OF GEORGIA, INC. EXECUTIVE BENEFIT RESTORATION PLAN (Effective July 1, 1996)


CONTENTS


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SECTION PAGE
ARTICLE I. THE PLAN


1.1 Establishment of the Plan 1 1.2 Purpose of the Plan 1 1.3 Applicability of the Plan 1


ARTICLE II. DEFINITIONS


2.1 Actuarial Equivalent 2 2.2 Affiliate 2 2.3 Beneficiary 2 2.4 Benefit Commencement Date 3 2.5 Board 3 2.6 Code 3 2.7 Change in Control 4 2.7 Committee 4 2.8 Company 4 2.9 Disability 4 2.10 Employee 4 2.11 Employer 4 2.12 ERISA 5 2.13 Normal Retirement Date 5 2.14 Participant 5 2.15 Good Reason 5 2.16 Just Cause 5 2.15 Plan 5 2.16 Plan Administrator 6 2.17 Plan Year 6 2.18 Retirement Program 6


ARTICLE III. PARTICIPATION


3.1 Eligibility 7 3.2 Duration 7


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2 BLUE CROSS AND BLUE SHIELD OF GEORGIA, INC. EXECUTIVE BENEFIT RESTORATION PLAN (Effective July 1, 1996)


CONTENTS - -------------------------------------------------------------------------------


SECTION PAGE
ARTICLE IV. BENEFITS


4.1 Retirement Benefits 8 4.2 Deferred Retirement Benefits 9 4.3 Form of Payment 9 4.4 Forefeiture 10 4.5 Vesting Upon Change in Control 10


ARTICLE V. PRERETIREMENT DEATH BENEFITS


5.1 Eligibility 11 5.2 Amount 11 5.3 Payment 11


ARTICLE VI. FINANCING


6.1 Financing 12 6.2 No Trust Created 12 6.3 Unsecured Interest 12


ARTICLE VII. ADMINISTRATION


7.1 Administration 13 7.2 Appeals from Denial of Claims 13 7.3 Tax Withholding 14 7.4 Expenses 15


ARTICLE VIII. ADOPTION OF THE PLAN BY AFFILIATE;
AMENDMENT AND TERMINATION OF THE PLAN


8.1 Adoption of the Plan by Affiliate 16 8.2 Amendment and Termination 16


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BLUE CROSS AND BLUE SHIELD OF GEORGIA, INC. EXECUTIVE BENEFIT RESTORATION PLAN (Effective July 1, 1996)


CONTENTS


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SECTION PAGE


ARTICLE IX. MISCELLANEOUS PROVISIONS


9.1 No Contract of Employment 15 9.2 Severability 15 9.3 Applicable Law 15 9.4 Assignment 15


iii 4 ARTICLE I. THE PLAN


1.1 ESTABLISHMENT OF THE PLAN


Blue Cross and Blue Shield of Georgia, Inc. (the "Company") hereby establishes this nonqualified retirement plan for eligible employees of the Company and participating Affiliates, effective as of July 1, 1996. This plan shall be known as the Blue Cross and Blue Shield of Georgia, Inc. Executive Benefit Restoration Plan (the "Plan").


1.2 PURPOSE OF THE PLAN


The purpose of the Plan is to provide for eligible employees whose benefits under the Retirement Program are restricted by the limitations described in Code sections 401(a)(17) and 415.


The Plan is intended to be a plan maintained for the purpose of providing deferred compensation to a "select group of management or highly compensated employees" within the meaning of ERISA section 201(2). Additionally, benefits provided under this Plan shall be paid solely from the general assets of the Company and participating Affiliates. The Plan is intended to be exempt from the participation, vesting, funding and fiduciary requirements of Title I of ERISA.


1.3 APPLICABILITY OF THE PLAN


This Plan applies only to eligible Employees who are in the active employ of the Company or a participating Affiliate on or after July 1, 1996.


1 5


ARTICLE II. DEFINITIONS


Whenever used in the Plan, the following terms shall have the meanings set forth below unless otherwise expressly provided. When the defined meaning is intended, the term is capitalized. The definition of any term in the singular shall also include the plural and any masculine terminology shall be deemed to refer to either a male or female.


2.1 ACTUARIAL EQUIVALENT


Actuarial Equivalent means a benefit having the same value as the benefit which it replaces, computed on the same basis as optional payment forms under the Retirement Program.


2.2 AFFILIATE


Affiliate means-- (a) any corporation while it is a member of the same "controlled group" of
corporations (within the meaning of Code section 414(b)) as the Company; (b) any other trade or business (whether or not incorporated) while it is
under "common control" (within the meaning of Code section 414(c)) with
the Company; (c) any organization during any period in which it (along with the Company) is
a member of an "affiliated service group" (within the meaning of Code
section 414(m)); or (d) any other entity during any period in which it is required to be
aggregated with the Company under Code section 414(o).


2.3 BENEFICIARY


Beneficiary means the person or persons designated by the Participant to receive any preretirement death benefits that may become payable on the Participant's behalf under Article V. If a Participant does not designate a Beneficiary, or if the Beneficiary designated by the Participant is not living at the time of the Participant's death, the Beneficiary shall be the Participant's surviving spouse or, if there is no surviving spouse, the Participant's estate.


2 6 2.4 BENEFIT COMMENCEMENT DATE


Benefit Commencement Date means the date on which a Participant's benefits shall commence under Article IV. Except as otherwise provided under section 4.2, a Participant's Benefit Commencement Date shall be the first day of the month next following the Participant's termination from employment on account of retirement or Disability.


2.5 BOARD


Board means the Company's Board of Directors.


2.6 CHANGE IN CONTROL


(a) An acquisition by any Person (as used in sections 13(d) and 14(d) of the
Securities Exchange Act of 1934) of Beneficial ownership (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934) of the securities of
the Company that are then outstanding and entitled to vote generally in the
election of directors ("Voting Securities Outstanding"); provided,
however, that such acquisition of Beneficial Ownership would result in the
Person's Beneficially Owning fifty percent (50%) or more of the combined
voting power of Voting Securities Outstanding; and provided further, that
immediately prior to such acquisition such Person was not a direct or
indirect Beneficial Owner of fifty percent (50%) or more of the combined
voting power of Voting Securities Outstanding; or (b) The termination of service as directors, for any reason other than death,
disability, or retirement from the Board, during any period of two
consecutive years or less, of individuals who at the beginning of such
period constituted a majority of the Board, unless (i) the election of or
nomination for election of each new director during such period was
approved by a vote of at least two-thirds of the directors still in office
who were directors at the beginning of the period and (ii) at least
one-third of the directors in office at the beginning of any such period
are still in office at the end of such period; or (c) The approval by the shareholders of the Company of any merger or
consolidation or statutory share exchange as a result of which the Voting
Securities Outstanding shall be changed, converted, or exchanged (other
than a merger or share exchange with a wholly-owned subsidiary of the
Company) or liquidation of the Company or any sale or disposition of fifty
percent (50%) or more of the assets or earning power of the Company; or (d) The approval by the shareholders of the Company of any merger or
consolidation or statutory share exchange to which the Company ...