Exhibit 10.3

                            2000
                            ABCBS
                          Incentive
                             Plan

                         Angela Braly

                  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 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.



                 Overall Program Description


The key element in determining your AIP incentive
opportunity is overall corporate financial performance as
measured by ABCBS's 2000 net income.  Your incentive
opportunity is based on ABCBS's accomplishment of specific
and previously determined net income goals.  An incentive
pool will be created as long as ABCBS meets a threshold
level of net income shown on page 2.  As net income rises
above this threshold, so will your incentive opportunity.

For 2000, your target incentive is 43% of your base salary.
This target percentage is aligned with ABCBS's target net
income objective as shown in the incentive pool table on
page 2.



                       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.

There will be no incentive payment for performance below the
threshold level.

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.

Your individual goals will be specific and/or unique
discretionary goals that will be tied to and support the
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.

Minimum Incentive Payout --  There is no minimum incentive.

                Administration of the Program

Year-end corporate financial results for 2000 are expected
to be available by March 2001. Once known, your  performance
results as measured against your individual discretionary
goals should be forwarded 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.

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.
          Administration of the Program (continued)



The size of the financial and individual performance
components is expressed as a percentage of your base salary
as of December 31, 2000.  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.