Exhibit
10.12


 


AMENDMENT


TO THE


WELLPOINT 401(k) RETIREMENT SAVINGS
PLAN


 


The WellPoint 401(k) Retirement Savings Plan, as
amended to January 1, 2001 (the “Plan”), is further amended effective
as of the dates provided below in response to requests from the Internal
Revenue Service in connection with the determination letter submission dated
February 28, 2002:


 


1.                                       Section
1.02(b)(3) of Appendix I is eliminated, effective as of
January 1, 1998, to confirm that the Plan is not a Code Section
401(k) safe harbor plan.


 


2.                                       Sections
1.02(e) and 1.02(f) of Appendix III are amended, effective for Plan Years
beginning on and after January 1, 1997, to revise the following
definitions:


 


(e)           “Required Aggregation Group” means a
group of two or more plans (including terminated plans) consisting of (i) a
qualified plan of an Affiliated Company (including a simplified employee
pension plan) in which at least one Key Employee participates and (ii) any
other qualified plan or plans of the Affiliated Company that enable the plan
described in clause (i) to meet the requirements of Code Sections 401(a)(4) or
410.


 


(f)            “Permissive Aggregation Group” means
a group of plans consisting of (i) a Required Aggregation Group and
(ii) one or more other plan or plans of an Affiliated Company, provided
that such group continues to satisfy the requirements of Code Sections
401(a)(4) or 410.


 


3.             An introduction is added to Section 1.02(d) of Appendix
I, effective for Plan Years beginning on and after January 1, 1997,
to read as follows:


 


(d)           Satisfaction of Deferral
Percentage Test.  The dollar
leveling method described in paragraph (2) and the ratio leveling method
described in paragraph (3) below apply in Plan Years beginning on and after
January 1, 1997.


 


4.             An introduction is added to Section 1.03 of Appendix I,
effective for Plan Years beginning on and after January 1, 1997, to
read as follows:


 


1.03         Limitation on Matching Contributions.  The dollar leveling method and the ratio
leveling method described in subsection (a) below apply in Plan Years beginning
on and after January 1, 1997.


 


5.                                       A
new section is added at the end of Appendix XII, effective as of
May 1, 2002, to read as follows:


 


1.09         Special Effective Dates.  The RightCHOICE Plan received a favorable
determination letter dated April 6, 2003 on the plan as amended
through


 

















 


February 28, 2002,
including the GUST changes.  The
following special effective dates apply to the provisions of the RightCHOICE
Plan as in effect prior to the merger:


 


(a)           The benefit of a participant (other than
a 5% owner within the meaning of Code Section 416(i)) accrued under the
RightCHOICE Plan commenced no later than April 1 of the calendar year
following the calendar year in which the participant attained age 70 1⁄2 or
terminated employment, whichever occurred later.  If the participant was a 5% owner (within the meaning of Code
Section 416(i)), the participant’s benefit commenced no later than April 1
of the calendar year following the calendar year in which the participant
attained age 70 1⁄2, regardless of whether the participant continued in
employment.  Notwithstanding the first
sentence in this subsection (a), in the case of a participant other than a 5%
owner (within the meaning of Code Section 416(i)) who at any time after
December 31, 1995 and prior to January 1, 2001, attained age 70 1⁄2 and
made an irrevocable election to commence payments while actively employed,
payment to such participant commenced no later than April 1 following the
calendar year in which the participant attained age 70 1⁄2, regardless of whether
the participant continued in employment.


 


(b)           The definition of “compensation” for
contribution purposes and testing purposes was expanded to include compensation
amounts that are not includible in gross income under Code Sections 125, 132(f)(4),
402(e)(3), 402(h) and 403(b) effective January 1, 1998.  The definition of compensation for Code
Section 415 purposes was amended for plan years beginning after December 31,
1997 to include any elective deferrals as defined in Code Section 402(g)(3) and
amounts not includible in gross income by reason of Code Section 125, 132(f) or
457.


 


6.                                       A
new section is added at the end of Appendix XIII, effective as of
May 6, 2002, to read as follows:


 


1.09         Special Effective Dates.  The HealthLink Plan represented the adoption
of a nonstandard prototype plan.  At the
time of the merger, the prototype plan sponsor had not received a favorable
opinion letter taking into account the GUST amendments.  The HealthLink Plan is amended for the
required GUST changes by the merger into the Plan, provided, however, the
following special effective dates apply:


 


(a)           The increase from $3,500 to $5,000
for mandatory cashouts of small accounts was effective July 1, 1999.


 


(b)           The required beginning date change
made by the Small Business Job Protection Act of 1996 under which participants
(other than 5% owners within the meaning of Code Section 416(i)) can defer


 


2

















 


distribution until April
1 following the later of (i) the calendar year in which the individual
attains age 70 1⁄2 and (ii) the calendar year in which the participant
terminates employment is effective as of May 6, 2002.


 


(c)           The definition of “compensation” for
contribution purposes is expanded to include compensation amounts that are not
includible in gross income under Code Sections 125, 132(f)(4), 402(e)(3),
402(h) and 403(b) effective January 1, 1998.  For purposes of the average deferral
percentage test and average contribution percentage test, Code Section
132(f)(4) amounts are not included.


 


(d)           Hardship distributions within the
meaning of Code Section 401(k)(2)(B)(i)(IV) were excluded from the definition
of “eligible rollover distribution for distributions made on and after July 1,
1999.


 


 


IN WITNESS WHEREOF, WellPoint Health Networks Inc. has
caused this Amendment to be executed as of the 10th day of October, 2003.


 


 


 


 


	
  WELLPOINT HEALTH NETWORKS INC.

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  By:

  	
      /s/
  J. THOMAS VAN BERKEM

  	
   

  	
  Date:  10/10/03

  



 


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