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                                                                EXHIBIT 10.01


                                 AMENDMENT N0. 1

                                       TO

                        SPECIAL EXECUTIVE RETIREMENT PLAN

                            FOR LEONARD D. SCHAEFFER



     The Special Executive Retirement Plan ("PLAN"), formerly known as the
Excess Benefit Plan for Leonard D. Schaeffer ("Executive"), as amended and
restated effective February 10, 1999, is hereby amended effective May 24, 2000
as follows:



     1.   The first sentence of Section 2(b)(i), defining "Base Amount," shall
be amended to read in full as follows:

     "Subject to Section 2(c) below, the Base Amount will be eighty percent
(80%) of Executive's Targeted Annual Compensation."

     2.   Section 2 shall be amended to add a new subsection (c) at the end
thereof, to read in full as follows:

     "(c) NON-COMPETITION. If Executive at any time, without the prior written
approval of the Compensation Committee of the Board of Directors of the Company
or its successor, engages, directly or indirectly (including, but not limited
to, as a director, principal, partner, venturer, employee, consultant or agent),
or has any direct or indirect interest, in any business competitive with that
being carried on by the Company or its successor or a parent or affiliate or
subsidiary of either ("WellPoint Companies") at the time of Executive's
termination of employment in any area of the world where any of the WellPoint
Companies carries on such business, any benefit payment made under the Plan
after Executive first so engages, or acquires an interest, in such business
shall be computed as if the percentage set forth in the first sentence of
Section 2(b)(i) were sixty-six and two thirds percent (66 2/3%) rather than
eighty percent (80%). Included within the meaning of an indirect interest for
purposes of this section 2(c) is, by way of example only, an interest in a
trust, corporation, venture or partnership, which, in turn, owns an interest in
any such business, or an interest in any such business through a nominee, agent,
option or other device. However, nothing in this section 2(c) will prevent
Executive from serving on boards of companies for which he serves as a director
as of the date hereof or from owning an interest in a mutual fund or an interest
of one percent (1%) or less of the outstanding equity interest of a corporation
whose stock is listed on a national stock market. If any of the provisions of
this section 2(c) would contravene or be invalid under any applicable law, such
contravention or invalidity shall not invalidate all of the provisions of this
section 2(c), but rather this section 2(c) shall be construed insofar as such
law is concerned as not containing the particular provision or provisions

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held to be invalid under such law and the rights and obligations shall be
construed and enforced accordingly.

     3.   Except as expressly amended hereby, the terms of the Plan shall
continue in full force and effect.




                                       Agreed to as of the date set forth above.

                                       WellPoint Health Networks Inc.




                                       By: /s/ JULIE A. HILL
                                          -------------------------------------
                                           Chair, Compensation Committee




Agreed to as of the date set forth above.


/s/ LEONARD D. SCHAEFFER
------------------------------------
Leonard D. Schaeffer




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