Agreement For Supplemental Executive Retirement Benefits

FIRST AMENDMENT TO THE
AGREEMENT FOR SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS
BETWEEN BLUE CROSS AND BLUE SHIELD OF GEORGIA, INC. AND
RICHARD D. SHIRK


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 Richard D. Shirk (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 SE ...