SECOND AMENDMENT TO AGREEMENT TO PROVIDE
COMPREHENSIVE HEALTH CARE BENEFITS
This Second Amendment to Agreement to Provide Comprehensive Health Care Benefits dated as of
February 25, 2008 (the First Amendment) is entered into among Blue Cross and Blue Shield
of Florida, Inc. (BCBSF) and its subsidiary Health Options, Inc. (HOI and
together with BCBSF, BCBSF/HOI) located at 4800 Deerwood Campus Parkway, Jacksonville,
Florida 32246, and Gevity HR, Inc., a Florida corporation (Gevity), and the Gevity HR,
Inc. Group Health Plan (collectively with Gevity, the Group). All capitalized terms used
herein and not otherwise defined herein shall have the meanings given to such terms in the
Agreement to Provide Comprehensive Health Care Benefits (as defined below).
WHEREAS, BCBSF/HOI and the Group entered into that certain Agreement to Provide Comprehensive
Health Care Benefits dated as of October 1, 2005 (as amended, restated, supplemented or otherwise
modified from time to time, the Agreement);
WHEREAS, BCBSF/HOI and the Group desire to amend the Agreement as set forth below;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, BCBSF/HOI and the Group hereto agree as follows:
1. Amendments. The Agreement is hereby amended as follows:
(a) The third sentence of Section XV of the Agreement (titled Letter of Credit)
is hereby restated in its entirety to read as follows:
This Coverage Ratio is defined as Earnings Before Interest Taxes, Depreciation and
Amortization (EBITDA) + Non-Cash Asset & Goodwill Impairment Charges + Non-Cash
Stock Compensation Expenses Capex / Interest + Dividends, commencing with the
fiscal quarter ending December 31, 2007.
(a) This Second Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be an original, but all of which shall
constitute one and the same instrument. Delivery of an executed counterpart of this
First Amendment by telecopy shall be effective as an original and shall constitute a
representation that an executed original shall be delivered.
(b) This Second Amendment, and the rights of the parties hereunder, shall be
construed according to the laws of the State of Florida.
(Signature page follows.)