Prepared by MerrillDirect





 


SUPPLEMENTAL RETIREMENT
AGREEMENT


 


             This
Supplemental Retirement Agreement dated as of _______________, 2001, between
Cobalt Corporation (the “Company”) and Thomas R. Hefty (“Hefty”).


 


RECITALS


	a.	Hefty
  has served as Chairman, President and Chief Executive Officer of the Company
  or its predecessor for 16 years, during which time Hefty has contributed
  significantly to the growth and welfare of the Company’s predecessor and the
  Company.
	 	 
	b.	When
  Hefty became President of Blue Cross & Blue Shield United of Wisconsin, a
  wholly owned subsidiary of the Company (“BCBSUW”), and the Company’s
  predecessor, they were experiencing severe financial difficulties, and Hefty
  was primarily responsible for restoring them to financial solvency.
	 	 
	c.	Hefty
  was primarily responsible for the creation by the Company’s predecessor of
  the joint venture between American Medical Security, Inc. (“AMS”) and the
  Company’s predecessor, which resulted in the Company’s predecessor acquiring
  100% of the outstanding common stock of AMS and the subsequent separation of
  AMS and the Company through a spinoff (“Spinoff”) to shareholders.  As a result of the Spinoff, BCBSUW now
  holds approximately 44 percent of the issued and outstanding Common Stock of
  AMS.
	 	 
	d.	Hefty
  led the conversion of BCBSUW from a service insurance corporation to a stock
  insurance corporation and subsequent combination with the Company, which,
  among other things,  resulted in the
  creation of the Wisconsin United For Health Foundation, Inc. (the
  “Foundation”) and the issuance of 31.3 million shares of the newly issued
  stock of the Company to the Foundation to be used to fund public health
  initiatives for the State of Wisconsin.
	 	 
	e.	As
  a result of these achievements, the Company desires to supplement the
  retirement benefits Hefty will receive from the Company’s benefit plans.




 


AGREEMENT


             NOW,
THEREFORE, the Company and Hefty agree as follows:


             1.          Supplemental Retirement Payment.


	(a)	Payment.  Upon the earlier of Hefty's (i)
  Retirement, (ii) death, (iii)Disability (iv) termination of employment by the
  Company for any reason other than for Cause or (v) termination of employment
  for Good Reason (collectively, a "Termination"), Hefty (or his
  designed beneficiary or estate, as the case may be) shall receive a single,
  lump sum supplemental retirement payment of one million dollars ($1,000,000)
  within 30 days of Hefty’s Termination (or at such later date provided in
  Section 2 of this Agreement).
	 	 
	(b)	Definition
  of Cause, Good Reason, Disability and Retirement  For purposes   of this Agreement “Cause”, “Good Reason” and “Disability” shall
  be defined as such terms are defined in the Executive Severance Agreement
  between Hefty and the Company dated June _____, 2001.  Retirement shall mean termination of
  employment by Hefty after he has attained age 55.




 



	2.	Deferral
  of Payments.  To the extent any payment made to Hefty
  hereunder would be nondeductible to the Company pursuant to Section 162(m) of
  the Internal Revenue Code of 1986, as amended (the “Code”), Hefty agrees that
  such payment shall be deferred until Hefty ceases to be a “covered employee”
  under Section 162(m) of the Code.  Any
  amounts deferred shall be held in a rabbi trust and shall be credited with
  interest at the prime rate of interest as quoted by M&I Marshall &
  Ilsley Bank.




             3.          Successors and Assignment.


	(a)	Successors
  to the Company.  The Company will require any successor
  (whether direct or indirect, by purchase, merger, consolidation or otherwise)
  of all or substantially all of the business and/or assets of the Company or
  of any division or subsidiary thereof to expressly assume and agree to
  perform the Company’s obligations under this Agreement in the same manner and
  to the same extent that the Company would be required to perform them if no
  such succession had taken place.
	 	 
	(b)	Assignment
  by Hefty.  This Agreement shall inure to the benefit
  of and be enforceable by Hefty’s personal or legal representatives,
  executors, administrators, successors, heirs, distributees, devisees and
  legatees.




             4.          Miscellaneous.


	(a)	Withholding
  of Taxes.  The Company shall be entitled to withhold
  from any amounts payable under this Agreement all taxes as shall be legally
  required (including, without limitation, any federal, state or local income
  or employment taxes).
	 	 
	(b)	Severability.  In the event any provision of this
  Agreement shall be held illegal or invalid for any reason, the illegality or
  invalidity shall not affect the remaining parts of the Agreement, and the
  Agreement shall be construed and enforced as if the illegal or invalid
  provision had not been included. 
  Further, the captions of this Agreement are not part of the provisions
  hereof and shall have no force and effect.
	 	 
	(c)	Modification.  No provision of this Agreement may be
  modified, waived or discharged unless such modification, waiver or discharge
  is agreed to in writing and signed by Hefty and by the Company.
	 	 
	(d)	Applicable
  Law.  To the extent not preempted by the laws of
  the United States, the laws of the state of Wisconsin shall be controlling
  law in all matters relating to this Agreement.







 


             IN
WITNESS WHEREOF, the parties have executed this Agreement on this ____ day of
__________, 2001.


 


COBALT CORPORATION


 


	By:	 


	 	Thomas
  R. Hefty
	 	 
	 	 


	 	James
  L. Forbes
	 	Chairperson,
  Management Review Committee
	 	 
	 	 


	 	Stephen
  E. Bablitch
	 	Senior
  Vice President, General Counsel and Secretary