Exhibit 10.2

                             2000
                            ABCBS
                          Incentive
                             Plan

                        Sandra Van Trease

               Senior Executive Vice President




                  The ABCBS Incentive Plan

                         Eligibility

The 2000 ABCBS Incentive Plan (AIP) is a short-term
incentive program designed to reward the key management team
for the achievement of financial and individual goals.  This
booklet contains specific incentive plan guidelines designed
exclusively for the Senior Executive Vice President of
ABCBS.



  ABCBS reserves the right to update, modify or repeal this
  program, permanently or temporarily, if it is in the best
  interest of the company to do so.  The description of this
  program contained in this booklet should not be construed to
  imply that it is an employment contract for any period of
                            time.



                          Elements

There are two elements that determine a participant's
incentive payment:

--    Achievement of the corporate financial goal as defined
      by the company's net income.
--    Achievement of pre-determined individual goals
      (discretionary and budget goals).

                       Incentive Pool

The key element in determining the size of your incentive
pool is the overall corporate financial performance as
measured by the company's 2000 net income.  Your maximum
incentive payment will be determined by the company's
financial performance according to the incentive pool chart
below.  The actual amount paid will ultimately depend on the
accomplishment of the corporate financial goal (net income)
and individual goals.

The incentive pool size is expressed as a percentage of your
base salary as of December 31, 2000.


                   Incentive Pool Funding

                    Threshold      Target      Maximum

Net Income:*          $#           $#             $#

Pool Size as a %
of base salary:         14%           43%         66%


    *Net income is ABCBS total income, excluding one time
                          charges.
    #Material has been omitted pursuant to a request for
    confidential treatment.  This material has been filed
    separately.


          Source: Corporate Financial Statements

        Note: Performance results for the pool will be
                        interpolated.


             Corporate and Individual Incentives

Corporate Financial Incentive - 75% of your incentive
payment is based solely on the accomplishment of the
corporate financial goal, i.e., you receive 75% of the
incentive payment as shown in the incentive pool table on
page 2.

Individual Incentive - Additionally, 25% of your incentive
payment is based on the accomplishment of individual goals.
The corporate financial goal result (ABCBS net income) will
determine the incentive pool available for individual goal
accomplishment.  The corporate financial goal threshold must
be met before any payout for individual goals will occur.

Individual goals will be comprised of two components:
discretionary and budget.  The discretionary and budget
goals will be weighted 80% and 20%, respectively.

Each participant will have specific, and in many cases,
unique discretionary goals that will be tied to and support
ABCBS's  overall corporate goals.  These goals may be
individual or team goals that focus on key projects,
productivity, quality, process improvement, or
organizational effectiveness, to which all participants
contribute.  All discretionary goals must be approved by the
President/CEO and the Compensation Committee of the Board.

Achievement of all individual goal targets will result in a
payout equal to 100% of your potential payout for individual
goals. (The potential payout is based on the available pool
created by corporate financial performance.)  The maximum
payout for individual goal performance, 150% of your
potential payout for individual goals, may be achieved based
on exceptional performance against individual goals.

The types and weighting of discretionary goals will vary,
but the sum of their target weights will equal 80%.  Goals
should be weighted according to the importance of ABCBS
business and operating objectives, and should include such
areas as management development, organizational
effectiveness, process improvement of division/department
operations, and/or major projects.

Target payout percentages for discretionary goals should be
equal to the goal's weight; and, the maximum payout
percentage should be 150% of the target payout percentage.

Goal worksheets may be found in "HR Forms" in the
Shared/Public Folders







                Administration of the Program

Year-end corporate financial results for 2000 are expected
to be available by March 2001. The Finance Division will
submit performance against the corporate General and
Administrative expenses budget goal, as well as the results
of specific group/division General and Administrative
expense budget goals to Human Resources.  Participants will
summarize their performance against their individual
discretionary goals and should  forward them to the
President/CEO and the Compensation Committee of the Board
for approval.

After receiving all necessary information, Human Resources
will calculate the incentive payments with payout expected
to occur no later than March 15, 2001, following acceptance
and approval by the Compensation Committee of the Board of
Directors.

The size of the Financial Performance Component and the
Individual Performance Component is expressed, as a
percentage of each participant's base salary as of December
31, 2000.

Incentives for those who are promoted into a management
position, move from one management level to another, or move
out of a management position and into another position
within the company, will be prorated according to the number
of full months spent in the eligible position(s).
Incentives for those newly hired into positions eligible for
the AIP will be calculated using the participant's hire
date.


If the participant moves into or out of an eligible
position, or moves from one AIP level to another, (ex. Vice
President to Senior Vice President), the incentive pool will
be based on the participant's base salary for the time spent
in that position or at that level.  The actual amount paid
will ultimately depend on the accomplishment of financial
and individual goals.

If an eligible participant receives a performance rating of
DNM (Does Not Meet Standards) at his or her annual
performance review, he or she will become ineligible to
receive an incentive payment for that year.

A participant whose employment is terminated for any reason
prior to the incentive payment payout will be ineligible to
receive a payment under this plan.  The only exceptions
relate to death or disability while employed.  In these
cases, the incentive payment will be prorated according to
the number of full months the participant spent in the
position(s).  In the case of death, payment will be made to
the participant's beneficiary, as specified in the company
provided life insurance policy.