Exhibit
10.81  AMENDMENT TO
THE WELLPOINT
401(k) RETIREMENT SAVINGS PLAN (As
Amended Through December 31, 2003)  The WellPoint 401(k)
Retirement Savings Plan (the Plan), as amended through December 31,
2003, is hereby further amended, as follows:  1.Effective
January 1, 2004, Appendix VII is amended in its entirety to read as
follows:  The following
entities are Participating Companies in this Plan as of January 1, 2004:  Blue Cross of California  Blue Cross and Blue
Shield of Georgia, Inc.  Blue Cross Blue Shield of
Wisconsin  Claim Management
Services, Inc.  Compcare Health Services
Insurance Corporation  Comprehensive Integrated
Marketing Services  Cost Care, Inc.  Crossroads Acquisition
Corp., d.b.a. Cobalt Corporation  Greater Georgia Life
Insurance Company  HealthLink, Inc.  HMO-W, Inc.  Hometown Insurance
Services, Inc.  Meridian Marketing
Services, Inc.  Meridian Resource
Company, Inc.  Precision Rx, Inc.  1 
   Professional Claim
Services, Inc.  RightCHOICE Managed Care,
Inc.  TrustSolutions, LLC  UNICARE Life & Health
Insurance Company  UNICARE Health Plans of
the Midwest  United Government
Services, LLC  United Heartland Life
Insurance Company  United Wisconsin
Insurance Company  United Wisconsin Proservices,
Inc.  Unity Health Plans
Insurance Corporation  Valley Health Plan, Inc.  WellPoint Development
Company, Inc.  2.Effective
January 16, 2004, or as soon as administratively possible thereafter, the
title of Appendix XIV is revised to read as follows:  Appendix
XIV PARTICIPATION
OF PROFESSIONAL EMPLOYEES
INTERNATIONAL UNION LOCAL NO. 9 AFL-CIO-CLC and
MERGER OF BCBSUW UNION EMPLOYEES 401(K) PLAN  3.Effective
January 16, 2004, or as soon as administratively possible thereafter, the
first paragraph of Appendix XIV is revised to read as follows:  This Appendix XIV is
designed (i) to describe special provisions that apply specifically to
Employees of Blue Cross Blue Shield of Wisconsin who are members of the
Professional Employees International Union Local No. 9 AFL-CIO-CLC (hereinafter
referred to as a Union Local No. 9 Participant); (ii) to preserve under the
Plan the provisions of the BCBSUW Union Employees 401(k) Plan (Union 401(k)
Plan) that affect eligibility, participation, crediting service, vesting,
distribution options, Salary Deferral Contributions, Matching Contributions and
all other contributions to the Plan; and (iii) to reflect the merger of the
Union 401(k) Plan into the Plan, effective January 16, 2004 (Plan Merger
Date) or as soon as administratively possible thereafter.  The provisions of the  2 
   Plan shall control all
aspects of participation in the Plan, other than those provisions addressed in
this Appendix.  4.Effective
January 16, 2004, or as soon as administratively possible thereafter, the
following new Section 1.16 is added to the end of Appendix XIV:  Section 1.16.  Merger of Plans.  The Union 401(k) Plan is merged into the
Plan effective as of the Plan Merger Date. 
Assets and liabilities of the Union 401(k) Plan, together with the
assets and liabilities of the Plan, constitute a single plan within the meaning
of Code Section 414(l) as of the Plan Merger Date.  5.Effective
January 16, 2004, or as soon as administratively possible thereafter, the
Plan is amended by the addition of Appendix XV, which reads as follows:  Appendix
XV Merger
of Cobalt Corporation 401(k) Plan  The Cobalt
Corporation 401(k) Plan (Cobalt Plan) is merged into the Plan effective as of
January 16, 2004 or as soon as administratively possible thereafter.  Assets and liabilities of the Cobalt Plan,
together with the assets and liabilities of this Plan, constitute a single plan
within the meaning of Code Section 414(l) as of January 16, 2004
(Plan Merger Date) or as soon as administratively possible thereafter.  Unless otherwise expressly provided herein,
the rights and benefits of a participant in the Cobalt Plan who terminated
employment with Crossroads Acquisition, d.b.a. Cobalt Corp. or an affiliated
entity that was a Participating Company in the Cobalt Plan (collectively
referred to as Cobalt) on or prior to the Plan Merger Date are determined in
accordance with the provisions of the Cobalt Plan as in effect prior to the
Plan Merger Date.  References in the
Plan to Participant as defined in Article II include each individual
with an interest in the Cobalt Plan without regard to his or her status as an
Employee or former Employee (each a Cobalt Participant for purposes of this
Appendix).  This Appendix XV is designed
to preserve under the Plan any benefits that were accrued under the Cobalt Plan
prior to the Plan Merger Date to the extent such benefits are protected under
Code Section 411(d)(6).  The
provisions of the Plan apply to the benefits of employees and former employees
of Cobalt (or an affiliated entity that was a Participating Company in the
Cobalt Plan) described in this Appendix subject to the restrictions applicable
to protected benefits described in the prior sentence and except to the extent
modified by the terms of this Appendix. 
In the event of a conflict, the provisions of this Appendix will
control.  1.01Eligibility.  An Employee who was a Participant pursuant
to the terms of the Cobalt Plan in effect on December 31, 2003 and who was
actively employed by a Participating Company on January 1, 2004 shall be a
Participant in this Plan as of January 1, 2004.  3 
   1.02Transfer
of Account Balances.  The account
balances of the Cobalt Participants in the Cobalt Plan as of the Plan Merger
Date will be transferred to the Plan through a direct transfer from the trust
fund of the Cobalt Plan to the Trust Fund for the Plan on the Plan Merger Date
and will be held on behalf of the Cobalt Participants.  The account balance maintained for each
Cobalt Participant in the Cobalt Plan immediately prior to the Plan Merger Date
shall be credited to the Account maintained for such individual under the Plan immediately
after the Plan Merger Date.  1.03Special
Benefit Schedules.  A Special
Benefit Schedule is a set of supplementary provisions of the Cobalt Plan
adopted by the Administrative Committee for the Cobalt Plan setting forth any
special provisions of the Cobalt Plan in effect for a specific Employer or
group of Employees covered by the Cobalt Plan. 
If any provisions contained in a Special Benefit Schedule conflict
with the remaining provisions of the Cobalt Plan in effect immediately prior to
the Plan Merger Date, the Special Benefit Schedule shall govern.  If any provisions contained in a Special
Benefit Schedule conflict with the provisions of the Plan in effect on or
after the Plan Merger Date, the Special Benefit Schedule shall govern.  The existence of Special Benefit Schedules
shall not be construed as the creation of different plans for purposes of the
Code or ERISA.  1.04Vesting
of Matching Contributions. The Employer Matching Contribution Account of
a Cobalt Participant who is an Employee of Cobalt on December 31, 2003
will be fully vested as of December 31, 2003 to the extent not previously
vested.  1.05Service
Crediting.  Service recognized under
the Cobalt Plan will not be taken into account for purposes of determining
whether a Cobalt Participant is eligible for the Grandfathered Match that was
implemented in 1997.  1.06Cobalt
Distribution Options.  (a)General
Plan Provisions.  Subject to the
distribution options set forth in a Special Benefit Schedule, a Participant may
elect to receive his or her account balance transferred to the Plan under
Section 1.02 in the form of a single sum cash payout or in equal
installments to be paid either over a period not exceeding (i) the lesser of
fifteen (15) years and the life expectancy of the Participant, or the joint
life  expectancy of the Participant, or
the joint life expectancy of the Participant and his or her designated
Beneficiary or (ii) the life expectancy of the Participant or the joint life
expectancy of the Participant and his or her designated Beneficiary.  (b)Distribution
on Disability.  If a Cobalt
Participant becomes disabled (as defined under the Cobalt Plan as in effect on
January 15, 2004) while an Employee, he or she may withdraw the portion of
his or her Account  4 
   attributable to benefits
accrued under the Cobalt Plan prior to the Plan Merger Date.  1.07Restoration
of Forfeitures.  (a)Forfeiture
of Nonvested Account.  Under the
terms of the Cobalt Plan immediately prior to the Plan Merger Date, the
nonvested portion of a Cobalt Participants account balance (if any) was
forfeited at the earlier of (i) the date the Participant received a
distribution of his or her entire Account balance following his or her
Severance from Service Date; and (ii) the date the Participant completed five
(5) consecutive One-Year Breaks in Service.  (b)Return
to Service.  If an individual
described in clause (i) of section (a) above becomes an Employee after the
Plan Merger Date but before incurring five (5) consecutive One Year Breaks in
Service (as determined under the Cobalt Plan), the amount forfeited will be
restored (without earnings) to the individuals Account under the Plan if the
individual pays to the Plan the full amount of such distribution within five
(5) years after the date of the distribution. 
If an individual described in clause (ii) of section (a) above
becomes an Employee after the Plan Merger Date but before incurring five (5)
consecutive One Year Breaks in Service (as determined under the Cobalt Plan),
the amount forfeited will be restored to the individuals Account under the
Plan.  (c)Funds.  Funds for restoring forfeitures under this
Section 1.07 will be drawn from a special contribution to be made to the
Plan by the appropriate Participating Company, as determined by the
Committee.  The special contribution
will not be subject to the limitation under Code Section 415.  1.08Loans.  A Cobalt Participant must obtain the consent
of his or her spouse for a loan from the Plan to the extent the loan is secured
by the Cobalts Participants Account that is transferred to the Plan under
Section 1.02, provided that such spousal consent is required by a Special
Benefit Schedule.  5 
   SPECIAL BENEFIT
SCHEDULE NO. 1 West Allis Dental
Group Retirement Plan  1.Participants
Covered:  This Special Benefit
Schedule modifies and supplements the provisions of the Cobalt Plan in
connection with the transfer of assets into the Cobalt Plan from the West Allis
Dental Group Retirement Plan (the West Allis Plan).  The Participants covered by this Special Benefit
Schedule are the Participants who immediately prior to the Effective Date
were participants in the West Allis Plan.  2.Effective
Date:  December 31, 1994.  3.Eligibility:  A participant in the West Allis Plan
immediately prior to the Effective Date shall become a Participant in the
Cobalt Plan on the Effective Date but shall not receive any Employer Matching
Contributions under the Cobalt Plan for the 1994 Plan Year.  Any other employee of the West Allis Dental
Group operating unit of Compcare Health Services Insurance Corporation shall
become eligible to participate in the Cobalt Plan on the later of the Effective
Date or the date such employee would otherwise become eligible to participate
in accordance with the provisions of Section 3 of the Cobalt Plan.  4.Transfer
of Assets:  The West Allis Plan
shall be terminated and the assets of the West Allis Plan transferred to the
Cobalt Plan effective December 31, 1994, and the assets and liabilities of
the West Allis Plan shall become the assets and liabilities of the Cobalt Plan
effective with the transfer of assets and liabilities, in accordance with
Section 414 (1) of the Code. 
Effective with the date of the asset transfer, the provisions of the
Cobalt Plan shall apply to the transferred account balances from the West Allis
Plan, with the modifications set forth below.  5.Vesting:  A Participant covered by this Special
Benefit Schedule shall at all times be 100°% vested in his or her Account
Balance attributable to his or her transferred account balance from the West
Allis Plan.  Service of Participants
covered by this Special Benefit Schedule shall include service with the
West Allis Dental Group.  6.Special
Distribution Provisions:  The
provisions of this paragraph 6 shall apply only with respect to that portion of
a Participants benefit which is attributable to amounts transferred to the
Cobalt Plan from the West Allis Plan.  (a)Notwithstanding
Section 6.4 of the Cobalt Plan, a Participant shall receive his or her
benefits as follows:  (i)A
Participant who is entitled to receive a distribution upon his or her
Retirement, Permanent Disability, or termination of employment, shall, unless
the Participant elects otherwise in accordance with Section (v) below,
receive his or her benefits in the Qualified Joint  6 
   and Survivor Annuity
Form.  The Qualified Joint and Survivor
Annuity Form means, for a Participant who has a spouse, an annuity for the life
of the Participant with a survivor annuity for the life of the Participants
spouse, where the survivor annuity is 50% of the amount of the annuity payable
during the joint lives of the Participant and the Participants spouse.  The Qualified Joint and Survivor Annuity
form means, for a Participant who has no spouse, an annuity for the life of the
Participant.  (ii)A
Participants death benefit shall be paid in the form of a Qualified
Pre-retirement Survivor Annuity for a Participant who has a spouse to whom he
has been continuously married throughout the one-year period ending on the date
of his or her death.  The Qualified
Pre-retirement Survivor Annuity means a life annuity payable to the surviving
spouse of a Participant who dies before benefits become payable under the
Cobalt Plan.  The Beneficiary of a
Participant who does not have a spouse who is entitled to a Qualified
Pre-retirement Survivor Annuity shall receive a single sum payment.  (iii)The
optional forms of retirement benefit shall include the following, in addition
to the benefit forms described in Section 6.4(A) of the Cobalt Plan:  (A)A
straight life annuity.  (B)Single
life annuities with periods certain of five, ten, and fifteen years.  (C)Survivorship
life annuities with survivorship percentages of 50, 66 2/3, or 100.  (iv)Any
optional forms of death benefit shall include the benefit forms described in
Section 6.4(B) of the Cobalt Plan and any annuity that is an optional form
of retirement benefit.  (v)Any
election of an optional form of benefit must be made in writing by the
Participant during the election period. 
If the Participant is married, the election must be consented to by the
Participants spouse and must meet the following requirements:  (A)The
spouse must consent to a specific beneficiary and a particular form of
benefit.  The spouses consent must
acknowledge the effect of such election and be witnessed by a Cobalt Plan
representative or a notary public.  Such
consent will not be required if it is established to the Administrative
Committee that the required consent cannot be obtained because the spouse
cannot be located, or other circumstances that may be prescribed by Treasury
regulations.  The election may be revoked
by the Participant in writing without the consent of the spouse at any time  7 
   during the election
period described in subparagraph (B) below. 
Any new election must comply with the requirements of this subparagraph
(A).  A former spouses waiver shall not
be binding on a new spouse.  (B)The
election period to waive the Qualified Joint and Survivor Annuity form shall be
the 90-day period, the last day of which is the annuity starting date.  For purposes of this Section, annuity
starting date means the first day of the first period for which an amount is
received as an annuity.  Any elections
may not be changed after the Participants annuity starting date.  (C)A
Participants failure to waive the Qualified Joint and Survivor Annuity form will
not result in a decrease in any Cobalt Plan accrued benefit with respect to
such Participant.  (D)An
election to waive the Qualified Pre-retirement Survivor Annuity form may be
made at any time.  An election to waive
the Qualified Preretirement Survivor Annuity form which is made before the
first day of the Plan Year in which he reaches age 35 shall become invalid on
such date, unless the Participants employment terminates prior to such date.  (vi)The
Committee shall furnish the Participant and the Participants spouse a written
explanation in non-technical language of the Qualified Joint and Survivor
Annuity form of benefit, the Qualified Pre-retirement Survivor Annuity form of
benefit, the optional forms of retirement benefits and the right of the Participant
and the Participants spouse to defer distributions.  The written explanation of the Qualified Joint and Survivor
Annuity shall be provided no less than 30 days and no more than 90 days before
the annuity starting date.  The written
explanation of the Qualified Pre-retirement Survivor Annuity shall be given to
Participants in the period beginning on the first day of the Plan Year the
Participant attains age 32 and ending on the last day of the Plan Year the
Participant attains age 35, or, if earlier, when the Participant terminates
employment.  (b)The
Participants Early Retirement Date shall be the date as of which he has
attained 55 and terminated employment. 
The Participant shall be fully vested as of such early Retirement Date
and shall be entitled to receive benefits from the Cobalt Plan as of such date.  8 
   SPECIAL BENEFIT
SCHEDULE NO. 2 United Heartland,
Inc. Savings Plan United Heartland,
Inc. Pension Plan  1.Participants
Covered:  This Special Benefit
Schedule modifies and supplements the provisions of the Cobalt Plan in
connection with the transfer of assets into the Cobalt Plan from the United
Heartland, Inc. Savings Plan (UH Savings Plan) and the United Heartland, Inc.
Pension Plan (UH Pension Plan) (collectively, the UH Plans).  The Participants covered by this Special
Benefit Schedule are the Participants who immediately prior to the
Effective Date were participants in the UH Plans.  2.Effective
Date:  December 31, 1996.  3.Eligibility:  A participant in the UH Plans immediately
prior to the Effective Date shall become a Participant in the Cobalt Plan on
the Effective Date.  Any other employee
of United Heartland, Inc. shall become eligible to participate in the Cobalt
Plan on the later of the Effective Date or the date such employee would
otherwise become eligible to participate in accordance with the provisions of
Section 3 of the Cobalt Plan.  4.Transfer
of Assets:  The UH Plans shall be
terminated and the assets of the UH Plans transferred to the Cobalt Plan
effective as of the Effective Date and the assets and liabilities of the UH
Plans shall become the assets and liabilities of the Cobalt Plan effective with
the transfer of assets and liabilities, in accordance with Section 414(1)
of the Code.  Effective with the date of
the asset transfer, the provisions of the Cobalt Plan shall apply to the
transferred account balances from the UH Plans, with the modifications set
forth in this Special Benefit Schedule.  5.Vesting:  A Participant covered by this Special
Benefit Schedule shall at all times be 100% vested in his or her Account
balance attributable to salary deferrals in his or her transferred account
balance from the UH Savings Plan.  As of
the Effective Date, a Participant covered by this Special Benefit
Schedule actively employed by United Heartland, Inc. on the Effective Date
shall become vested in his or her transferred account balance from the UH
Savings Plan attributable to matching contributions in the same manner as his
or her Employer Matching Contribution Account Under Section 6.2 of the
Cobalt Plan.  As of the Effective Date,
a Participant covered by this Special Benefit Schedule actively employed
by United Heartland, Inc. on the Effective Date shall become vested in his or
her transferred account balance from the UH Pension Plan in the same manner as
his or her Employer Matching Contribution Account under Section 6.2 of the
Cobalt Plan.  Participants covered by
this Special Benefit Schedule who are not actively employed by
United Heartland, Inc. on the Effective Date shall be full) vested only after
completing five (5) Years of Service. 
For vesting purposes hereunder, Service of Participants covered by this
Special Benefit Schedule shall include service with United Heartland,
Inc., as computed under the elapsed time method used by the UH Plans.  9 
   6.Special
Distribution Provisions:  The
provisions of this paragraph 6 shall apply only with respect to that portion of
a Participants benefit which is attributable to amounts transferred to the
Cobalt Plan from the UH Plans.  (a)Notwithstanding
Section 6.4 of the Cobalt Plan, a Participant shall receive his or her
benefits as follows:  (i)A
Participant who is entitled to receive a distribution upon his or her
Retirement, Permanent Disability, or termination of employment, shall, unless
the Participant elects otherwise in accordance with Section (v) below,
receive his or her benefits in the Qualified Joint and Survivor Annuity
form.  The Qualified Joint and Survivor
Annuity form means, for a Participant who has a spouse, an annuity for the life
of the Participant with a survivor annuity for the life of the Participants
spouse, where the survivor annuity is 50% of the amount of the annuity payable
during the joint lives of the Participant and the Participants spouse.  The Qualified Joint and Survivor Annuity
form means, for a Participant who has no spouse, an annuity for the life of the
Participant.  Payments under the Qualified
Joint and Survivor Annuity shall commence immediately following the
Participants election of the Qualified Joint and Survivor Annuity.  The Cobalt Plan may not distribute the
Participants accrued benefit in a form other than a Qualified Joint and
Survivor Annuity or Qualified Pre-retirement Survivor Annuity without the
consent of the Participants spouse in accordance with Section (v) below
except where the payout value of the non-forfeitable benefit does not exceed
$5,000.  (ii)A
Participants death benefit shall be paid in the form of a Qualified
Pre-retirement Survivor Annuity for a Participant who has a spouse to whom he
has been continuously married throughout the one-year period ending on the date
of his or her death.  The Qualified
Pre-retirement Survivor Annuity means a life annuity payable to the surviving
spouse of a Participant who dies before benefits become payable under the
Cobalt Plan.  A surviving spouse shall
not be required to begin receiving Qualified Pre-retirement Survivor Annuity
benefits prior to the time the Participant would have attained Normal
Retirement Age except where the present value of the non-forfeitable benefit
does not exceed $5,000.  The Beneficiary
of a Participant who does not have a spouse who is entitled to a Qualified
Pre-retirement Survivor Annuity shall receive a single sum payment.  (iii)The
optional forms of retirement benefit shall include the following, in addition
to the benefit forms described in Section 6.4(A) of the Cobalt Plan:  (A)A
straight life annuity.  10 
   (B)Single
life annuities with periods certain of five, ten, and fifteen years.  (C)Survivorship
life annuities with survivorship percentages of 50, 66-2/3, or 100.  (iv)Any
optional forms of death benefit shall include the benefit forms described in
Section 6.4(B) of the Cobalt Plan and any annuity that is an optional form
of retirement benefit.  (v)Any
election of an optional form of benefit must be made in writing by the
Participant during the election period. 
If the Participant is married, the election must be consented to by the
Participants spouse and must meet the following requirements:  (A)The
spouse must consent to a specific beneficiary and a particular form of
benefit.  The spouses consent must
acknowledge the effect of such election and be witnessed by a Plan
representative or a notary public.  Such
consent will not be required if it is established to the Administrative
Committee that the required consent cannot be obtained because the spouse
cannot be located, or other circumstances that may be prescribed by Treasury
regulations.  The election may be
revoked by the Participant in writing without the consent of the spouse at any
time during the election period described in subparagraph (B) below.  Any new election must comply with the
requirements of this subparagraph (A). 
A former spouses waiver shall not be binding on a new spouse.  (B)The
election period to waive the Qualified Joint and Survivor Annuity form shall be
the 90-day period, the last day of which is the annuity starting date.  For purposes of this Section, annuity
starting date means the first day of the first period for which an amount is
received as an annuity.  Any elections
may not be changed after the Participants annuity starting date.  (C)A
Participants failure to waive the Qualified Joint and Survivor Annuity form
will not result in a decrease in any Plan accrued benefit with respect to such
Participant.  (D)An
election to waive the Qualified Pre-retirement Survivor Annuity form may be
made at any time.  An election to waive
the Qualified Preretirement Survivor Annuity form which is made before the
first day of the Plan Year in which he reaches age 35 shall become invalid on
such date, unless the Participants employment terminates prior to such date.  11 
   (vi)The
Committee shall furnish the Participant and the Participants spouse a written
explanation in non-technical language of the Qualified Joint and Survivor
Annuity form of benefit, the Qualified Pre-retirement Survivor Annuity forms of
benefit, the optional forms of retirement benefits and the right of the
Participant and the Participants spouse to defer distributions.  The written explanation of the Qualified
Joint and Survivor Annuity shall be provided no less than 30 days and no more
than 90 days before the annuity starting date. 
The written explanation of the Qualified Pre-retirement Survivor Annuity
shall be given to Participants in the period beginning on the first day of the
Plan Year the Participant attains age 32 and ending on the last day of the Plan
Year the Participant attains age 35, or if earlier when the Participant
terminates employment.  (b)The
Participants Early Retirement Date with respect to the UH Savings Plan shall
be the date as of which he has attained age 55, completed six (6) years of
service, and terminated employment.  The
Participant shall be fully vested as of such Early Retirement Date and shall be
entitled to receive benefits from the Cobalt Plan as of such date.  (c)A
Participant covered by this Special Benefit Schedule shall be entitled to
receive a Hardship Distribution pursuant to Section 6.8 of the Cobalt Plan
with respect to his or her Employer Matching Contribution Account in addition
to such other Accounts from which Hardship Distributions are otherwise
available under the Plan.  12 
   SPECIAL BENEFIT
SCHEDULE NO. 3 EDS Deferred
Compensation Plan  1.Participants
Covered:  This Special Benefit
Schedule modifies and supplements the provisions of the Cobalt Plan in
connection with the transfer of assets into the Cobalt Plan from the EDS
Deferred Compensation Plan (the EDS Plan). 
The Participants covered by this Special Benefit Schedule are the
Participants who immediately prior to the Effective Date were participants in
the EDS Plan.  2.Effective
Date:  January l, 1997.  3.Eligibility:  A participant in the EDS Plan immediately
prior to the Effective Date shall become a Participant in the Cobalt Plan on
the Effective Date.  4.Transfer
of Assets:  Certain assets of the
EDS Plan shall be transferred to the Cobalt Plan and the assets and liabilities
of the EDS Plans shall become the assets and liabilities of the Cobalt Plan
effective with the transfer of assets and liabilities, in accordance with
Section 414 (1) of the Code. 
Effective with the date of the asset transfer, the provisions of the
Cobalt Plan shall apply to the transferred account balances from the EDS Plan,
with the modifications set forth in this Special Benefit Schedule.  5.Vesting:  A Participant covered by this Special
Benefit Schedule shall at all times be 100% vested in has Account balance
transferred from the EDS Plan.  For
vesting purposes hereunder, Service of Participants covered by this Special
Benefit Schedule shall include service with EDS.  6.Special
Distribution Provisions:  The
provisions of this paragraph 6 shall apply only with respect to that portion of
a Participants benefit which is attributable to amounts transferred to the
Cobalt Plan from the EDS Plan.  (a)Notwithstanding
Section 6.4 of the Cobalt Plan, a Participant shall receive his or her
benefits as follows:  (i)A
Participant who is entitled to receive a distribution upon his or her
Retirement, Permanent Disability, or termination of employment, shall, unless
the Participant elects otherwise in accordance with Section (v) below,
receive his or her benefits in the Qualified Joint and Survivor Annuity form.  The Qualified Joint and Survivor Annuity
form means, for a Participant who has a spouse, an annuity for the life of the
Participant with a survivor annuity for the life of the Participants spouse,
where the survivor annuity is 50% of the amount of the annuity payable during
the joint lives of the Participant and the Participants spouse.  The Qualified Joint and Survivor Annuity
form means, for a Participant who has no spouse, an annuity for the life of the
Participant.  Payments under the
Qualified Joint and Survivor Annuity shall commence  13 
   immediately following the
Participants election of the Qualified Joint and Survivor Annuity.  The Cobalt Plan may not distribute the
Participants accrued benefit in a form other than a Qualified Joint and
Survivor Annuity or Qualified Pre-retirement Survivor Annuity without the
consent of the Participants spouse in accordance with Section (v) below
except where the payout value of the non-forfeitable benefit does not exceed
$5,000.  (ii)A
Participants death benefit shall be paid in the form of a Qualified
Pre-retirement Survivor Annuity for a Participant who has a spouse to whom he
has been continuously married throughout the one (1) year period ending on the
date of his or her death.  The Qualified
Pre-retirement Survivor Annuity means a life annuity payable to the surviving
spouse of a Participant who dies before benefits become payable under the
Cobalt Plan.  A surviving spouse shall
not be required to begin receiving Qualified Pre-retirement Survivor Annuity
benefits prior to the time the Participant would have attained Normal
Retirement Age except where the present value of the non-forfeitable benefit
does not exceed $5,000.  The Beneficiary
of a Participant who does not have a spouse who is entitled to a Qualified
Pre-retirement Survivor Annuity shall receive a payment in one of the optional
forms identified in (iii) below.  (iii)The
optional forms of retirement benefit shall include a straight life annuity in
addition to the benefit forms described in Section 6.4(A) of the Cobalt
Plan.  (iv)Any
optional forms of death benefit shall include the benefit forms described in
Section 6.4(b) of the Cobalt Plan and any annuity that is an optional form
of retirement benefit.  (v)Any
election of an optional form of benefit must be made in writing by the
Participant during the election period. 
If the Participant is married, the election must be consented to by the
Participants spouse and must meet the following requirements:  (A)The
spouse must consent to a specific beneficiary and a particular form of
benefit.  The spouses consent must
acknowledge the effect of such election and be witnessed by a Plan
representative or a notary public.  Such
consent will not be required if it is established to the Administrative
Committee that the required consent cannot be obtained because the spouse
cannot be located, or other circumstances that may be prescribed by Treasury
regulations.  The election may be
revoked by the Participant in writing without the consent of the spouse at any
time during the election period described in subparagraph (B) below.  Any new election must comply with the
requirements of this  14 
   subparagraph (A).  A former spouses waiver shall not be
binding on a new spouse.  (B)The
election period to waive the Qualified Joint and Survivor Annuity form shall be
the 90-day period, the last day of which is the annuity starting date. For
purposes of this Section, annuity starting date means the first day of the
first period for which an amount is received as an annuity.  Any elections may not be changed after the
Participants annuity starting date.  (C)A
Participants failure to waive the Qualified Joint and Survivor Annuity form
will not result in a decrease in any Plan accrued benefit with respect to such
Participant.  (D)An
election to waive the Qualified Pre-retirement Survivor Annuity form may be
made at any time.  An election to waive
the Qualified Preretirement Survivor Annuity form which is made before the
first day of the Plan Year in which he reaches age 35 shall become invalid on
such date, unless the Participants employment terminates prior to such date.  (vi)The
Committee shall furnish the Participant and the Participants spouse a written
explanation in non-technical language of the Qualified Joint and Survivor
Annuity form of benefit, the Qualified Pre-retirement Survivor Annuity forms of
benefit, the optional forms of retirement benefits and the right of the
Participant and the Participants spouse to defer distributions.  The written explanation of the Qualified
Joint and Survivor Annuity shall be provided no less than 30 days and no more
than 90 days before the annuity starting date. 
The written explanation of the Qualified Pre-retirement Survivor Annuity
shall be given to Participants in the period beginning on the first day of the
Plan Year the Participant attains age 32 and ending on the last day of the Plan
Year the Participant attains age 35, or if earlier when the Participant
terminates employment.  (b)The
Participants Early Retirement Date shall be the date as of which he has
attained Age 55 and terminated employment. 
The Participant shall be fully vested as of such Early Retirement Date
and shall be entitled to receive benefits from the Cobalt Plan as of such date.  (c)A
Participant covered by this Special Benefit Schedule shall be entitled to
receive the Hardship Distribution pursuant to Section 6.8 of the Cobalt
Plan with respect to the Participants entire Account as of December 31,
1988 in addition to such other Accounts from which Hardship Distributions are
available under the Cobalt Plan.  15 
   (d)A
Participant covered by this Special Benefit Schedule shall be entitled to
receive in-service withdrawals at age 59-1⁄2.  7.Special
Account Provisions:  An Employee
Contribution Account shall be established under the Cobalt Plan to hold any
voluntary contributions made to the EDS Plan and the earnings thereon.  Such Employee Contribution Account shall be
subject to the withdrawal provisions of Section 6.8 of the Cobalt Plan.  16 
   SPECIAL BENEFIT
SCHEDULE NO. 4 EDS Deferred
Compensation Plan - Print Center Employees  1.Participants
Covered:  This Special Benefit
Schedule modifies and supplements the provisions of the Cobalt Plan in
connection with the transfer of assets into the Cobalt Plan from the EDS
Deferred Compensation Plan (the EDS Plan). 
The Participants covered by this Special Benefit Schedule are the
Participants who immediately prior to the Effective Date were participants in
the EDS Plan.  2.Effective
Date:  August 1, 1997.  3.Eligibility.  A participant in the EDS Plan immediately
prior to the Effective Date shall become a Participant in the Cobalt Plan on
the Effective Date.  4.Transfer
of Assets:  Certain assets of the
EDS Plan shall be transferred to the Cobalt Plan and the assets and liabilities
of the EDS Plans shall become the assets and liabilities of the Cobalt Plan
effective with the transfer of assets and liabilities, in accordance with
Section 414 (1) of the Code. 
Effective with the date of the asset transfer, the provisions of the Cobalt
Plan shall apply to the transferred account balances from the EDS Plan, with
the modifications set forth in this Special Benefit Schedule.  5.Vesting.  A Participant covered by this Special
Benefit Schedule shall at all times be 100% vested in his or her Account
balance transferred from the EDS Plan. 
For vesting purposes hereunder, Service of Participants covered by this
Special Benefit Schedule shall include service with EDS.  6.Special
Distribution Provisions:  The
provisions of this paragraph 6 shall apply only with respect to that portion of
a Participants benefit which is attributable to amounts transferred to this
Cobalt Plan from the EDS Plan.  (a)Notwithstanding
Section 6.4 of the Cobalt Plan, a Participant shall receive his or her
benefits as bellow:  (i)A
Participant who is entitled to receive a distribution upon his or her
Retirement, Permanent Disability, or termination of employment, shall, unless
the Participant elects otherwise in accordance with Section (v) below,
receive his or her benefits in the Qualified Joint and Survivor Annuity
form.  The Qualified Joint and Survivor
Annuity form means, for a Participant who has a spouse, an annuity for the life
of the Participant with a survivor annuity for the life of the Participants
spouse, where the survivor annuity is 50% of the amount of the annuity payable
during the joint lives of the Participant and the Participants spouse.  The Qualified Joint and Survivor Annuity
form means, for a Participant who has no spouse, an annuity for the life of the
Participant.  Payments under the
Qualified Joint and Survivor Annuity shall commence  17 
   immediately following the
Participants election of the Qualified Joint and Survivor Annuity.  The Cobalt Plan may not distribute the
Participants accrued benefit in a form other than a Qualified Joint and
Survivor Annuity or Qualified Pre-retirement Survivor Annuity without the
consent of the Participants spouse in accordance with Section (v) below
except where the payout value of the non-forfeitable benefit does not exceed
$5,000.  (ii)A
Participants death benefit shall be paid in the form of a Qualified
Pre-retirement Survivor Annuity for a Participant who has a spouse to whom he
has been continuously married throughout the one (1) year period ending on the
date of his or her death.  The Qualified
Pre-retirement Survivor Annuity means a life annuity payable to the surviving
spouse of a Participant who dies before benefits become payable under the
Cobalt Plan.  A surviving spouse shall
not be required to begin receiving Qualified Pre-retirement Survivor Annuity
benefits prior to the time the Participant would have attained Normal
Retirement Age except where the present value of the non-forfeitable benefit
does not exceed $5,000.  The Beneficiary
of a Participant who does not have a spouse who is entitled to a Qualified
Pre-retirement Survivor Annuity shall receive a payment in one of the optional
forms identified in (iii) below.  (iii)The
optional forms of retirement benefit shall include a straight life annuity in
addition to the benefit forms described in Section 6.4(A) of the Cobalt
Plan.  (iv)Any
optional forms of death benefit shall include the benefit forms described in
Section 6.4(b) of the Cobalt Plan and any annuity that is an optional form
of retirement benefit.  (v)Any
election of an optional form of benefit must be made in writing by the
Participant during the election period. 
If the Participant is married, the election must be consented to by the
Participants spouse and must meet the following requirements:  (A)The
spouse must consent to a specific beneficiary and a particular form of
benefit.  The spouses consent must
acknowledge the effect of such election and be witnessed by a Plan
representative or a notary public.  Such
consent will not be required if it is established to the Administrative
Committee that the required consent cannot be obtained because the spouse
cannot be located, or other circumstances that may be prescribed by Treasury
regulations.  The election may be
revoked by the Participant in writing without the consent of the spouse at any
time during the election period described in subparagraph (B) below.  Any new election must comply with the
requirements of this  18 
   subparagraph (A).  A former spouses waiver shall not be
binding on a new spouse.  (B)The
election period to waive the Qualified Joint and Survivor Annuity form shall be
the 90-day period, the last day of which is the annuity starting date. A
Participant may revoke the election to waive the Qualified Joint Survivor
Annuity at any time and any number of times during the 90 day period.  For purposes of this Section, annuity
starting date means the first day of the first period for which an amount is
received as an annuity.  Any elections
may not be changed after the Participants annuity starting date.  (C)A
Participants failure to waive the Qualified Joint and Survivor Annuity form
will not result in a decrease in any Cobalt Plan accrued benefit with respect
to such Participant.  (D)An
election to waive the Qualified Pre-retirement Survivor Annuity form may be
made at any time.  A Participant who has
elected to waive the Qualified Pre-retirement Survivor Annuity with spousal
consent may revoke the election at any time and any number of times during the
period between the first day of the Plan Year in which the Participant attains
Age 55 and the date of the Participants death.  An election to waive the Qualified Preretirement Survivor Annuity
form which is made before the first day of the Plan Year in which he reaches
age 35 shall become invalid on such date, unless the Participants employment
terminates prior to such date.  (vi)The
Committee shall furnish the Participant and the Participants spouse a written
explanation in non-technical language of the Qualified Joint and Survivor
Annuity form of benefit, the Qualified Pre-retirement Survivor Annuity forms of
benefit, the optional forms of retirement benefits and the right of the
Participant and the Participants spouse to defer distributions.  The written explanation of the Qualified
Joint and Survivor Annuity shall be provided no less than 30 days and no more
than 90 days before the annuity starting date. 
The written explanation of the Qualified Pre-retirement Survivor Annuity
shall be given to Participants in the period beginning on the first day of the
Plan Year the Participant attains age 32 and ending on the last day of the Plan
Year the Participant attains age 35, or if earlier when the Participant
terminates employment.  (vii)Written
spousal consent to the use of the Participants Account as security for a loan
must be obtained within the 90 day period ending on the date on which the loan
is to be secured.  19 
   (b)The
Participants Early Retirement Date shall be the date as of which he has
attained age 55 and terminated employment. 
The Participant shall be fully vested as of such Early Retirement Date
and shall be entitled to receive benefits from the Cobalt Plan as of such date.  (c)A
Participant covered by this Special Benefit Schedule shall be entitled to
receive the Hardship Distribution pursuant to Section 6.8 of the Cobalt
Plan with respect to the Participants entire Account as of December 31,
1988 in addition to such other Accounts from which Hardship Distributions are
available under the Cobalt Plan.  (d)A
Participant covered by this Special Benefit Schedule shall be entitled to
receive in-service withdrawals at age 59-1⁄2.  7.Special
Account Provisions:  An Employee
Contribution Account shall be established under the Cobalt Plan to hold any
voluntary contributions made to the EDS Plan and the earnings thereon.  Such Employee Contribution Account shall be
subject to the withdrawal provisions of Section 6.8 of the Cobalt Plan.  20 
   SPECIAL BENEFIT
SCHEDULE NO. 5 Unity Health Plans
Insurance Corporation Retirement Plan  1.Participants
Covered:  This Special Benefit
Schedule modifies and supplements the provisions of the Cobalt Plan in
connection with the transfer of assets into the Cobalt Plan from the Unity
Health Plans Insurance Corporation Retirement Plan (Unity Plan).  The Participants covered by this Special
Benefit Schedule are the Participants who immediately prior to the
Effective Date were employed by Unity Health Plans Insurance Corporation
(Unity) and former Unity employees who have yet to take a distribution of
their vested account balances from the Unity P1an.  2.Effective
Date:  October 1, 1997.  3.Eligibility:  A participant in the Unity Plan immediately
prior to the Effective Date shall become a Participant in the Cobalt Plan on
the Effective Date.  Any other employee
of Unity shall become eligible to participate in the Plan on the later of the
Effective Date or the date such employee would otherwise become eligible to
participate in accordance with the provisions of Section 3 of the Cobalt
Plan.  4.Transfer
of Assets:  The Unity Plan shall be
terminated and the assets of the Unity Plan transferred to the Cobalt Plan
effective as of the Effective Date and the assets and liabilities of the Unity
Plan shall become the assets and liabilities of the Plan effective with the
transfer of assets and liabilities, in accordance with Section 414(1) of
the Code.  Effective with the date of
the asset transfer, the provisions of the Cobalt Plan shall apply to the
transferred account balances from the Unity Plan. with the modifications set
forth in this Special Benefit Schedule.  5.Vesting:  A Participant covered by this Special
Benefit Schedule shall at all times be 100% vested in his or her Account
balance attributable to salary deferrals in his or her transferred account
balance from the Unity Plan.  As of the
Effective Date, a Participant covered by this Special Benefit
Schedule actively employed by Unity on the Effective Date shall become
vested in his or her transferred account balance from the Unity Plan
attributable to matching contributions in the same manner as his or her Employer
Matching Contribution Account under Section 6.2 of the Cobalt Plan.  As of the Effective Date, a Participant
covered by this Special Benefit Schedule actively employed by Unity on the
Effective Date shall become vested in his or her transferred account balance
from the Unity Plan attributable to company contributions in the same manner as
his or her Employer Matching Contribution Account under Section 6.2 of the
Cobalt Plan.  Participants covered by
this Special Benefit Schedule who are not actively employed by
Unity on the Effective Date shall be fully vested only after completing five
(5) Years of Service.  For vesting
purposes hereunder, Service of Participants covered by this Special Benefit
Schedule shall include  21 
   service with Unity (and
University Health Care, Inc., a predecessor corporation), as computed under the
elapsed time method used by the Unity Plan.  6.Special
Distribution Provisions:  The
provisions of this paragraph 6 shall apply only with respect to that portion of
a Participants benefit which is attributable to amounts transferred to this
Plan from the Unity Plan.  (a)Notwithstanding
Section 6.4 of the Cobalt Plan, a Participant shall receive his or her
benefits as follows:  (i)A
Participant who is entitled to receive a distribution upon his or her
Retirement, Permanent Disability, or termination of employment, shall, unless
the Participant elects otherwise in accordance with Section (v) below,
receive his or her benefits in the Qualified Joint and Survivor Annuity
form.  The Qualified Joint and Survivor
Annuity form means, for a Participant who has a spouse, an annuity for the life
of the Participant with a survivor annuity for the life of the Participants
spouse, where the survivor annuity is 50% of the amount of the annuity payable
during the joint lives of the Participant and the Participants spouse.  The Qualified Joint and Survivor Annuity
form means, for a Participant who has no spouse, an annuity for the life of the
Participant.  Payments under the
Qualified Joint and Survivor Annuity shall commence immediately following the
Participants election of the Qualified Joint and Survivor Annuity.  The Cobalt Plan may not distribute the
Participants accrued benefit in a form other than a Qualified Joint and
Survivor Annuity or Qualified Pre-retirement Survivor Annuity without the
consent of the Participants spouse in accordance with Section (v) below
except where the payout value of the non-forfeitable benefit does not exceed $5,000.  (ii)A
Participants death benefit shall be paid in the form of a Qualified
Pre-retirement Survivor Annuity for a Participant who has a spouse to whom he
has been continuously married throughout the one-year period ending on the date
of his or her death.  The Qualified
Pre-retirement Survivor Annuity means a life annuity payable to the surviving
spouse of a Participant who dies before benefits become payable under the
Cobalt Plan.  A surviving spouse shall
not be required to begin receiving Qualified Pre-retirement Survivor Annuity
benefits prior to the time the Participant would have attained Normal
Retirement Age except where the present value of the non-forfeitable benefit
does not exceed $5,000.  The Beneficiary
of a Participant who does not have a spouse who is entitled to a Qualified
Pre-retirement Survivor Annuity shall receive a single sum payment.  (iii)The
optional forms of retirement benefit shall include the following, in addition
to the benefit forms described in Section 6.4(A) of the Cobalt Plan:  22 
   (A)A
straight life annuity.  (B)Single
life annuities with periods certain of five, ten, and fifteen years.  (C)Survivorship
life annuities with survivorship percentages of 50, 66-2/3, or 100.  (iv)Any
optional forms of death benefit shall include the benefit forms described in
Section 6.4(B) of the Cobalt Plan and any annuity that is an optional form
of retirement benefit.  (v)Any
election of an optional form of benefit must be made in writing by the
Participant during the election period. 
If the Participant is married, the election must be consented to by the
Participants spouse and must meet the following requirements:  (A)The
spouse must consent to a specific beneficiary and a particular form of
benefit.  The spouses consent must
acknowledge the effect of such election and be witnessed by a Plan
representative or a notary public.  Such
consent will not be required if it is established to the Administrative
Committee that the required consent cannot be obtained because the spouse
cannot be located, or other circumstances that may be prescribed by Treasury
regulations.  The election may be
revoked by the Participant in writing without the consent of the spouse at any
time during the election period described in subparagraph (B) below.  Any new election must comply with the
requirements of this subparagraph (A). 
A former spouses waiver shall not be binding on a new spouse.  (B)The
election period to waive the Qualified Joint and Survivor Annuity form shall be
the 90-day period, the last day of which is the annuity starting date. A
Participant may revoke the election to waive the Qualified Joint Survivor
Annuity at any time and any number of times during the 90 day period.  For purposes of this Section, annuity
starting date means the first day of the first period for which an amount is
received as an annuity.  Any elections
may not be changed after the Participants annuity starting date.  (C)A
Participants failure to waive the Qualified Joint and Survivor Annuity form
will not result in a decrease in any Plan accrued benefit with respect to such
Participant.  (D)An
election to waive the Qualified Pre-retirement Survivor Annuity form may be
made at any time.  A Participant who has
elected to waive the Qualified Pre-retirement Survivor  23 
   Annuity with spousal
consent may revoke the election at any time and any number of times during the
period between the first day of the Plan Year in which the Participant attains
Age 55 and the date of the Participants death.  An election to waive the Qualified Preretirement Survivor Annuity
form which is made before the first day of the Plan Year in which he reaches
age 35 shall become invalid on such date, unless the Participants employment
terminates prior to such date.  (vi)The
Committee shall furnish the Participant and the Participants spouse a written
explanation in non-technical language of the Qualified Joint and Survivor
Annuity form of benefit, the Qualified Pre-retirement Survivor Annuity forms of
benefit, the optional forms of retirement benefits and the right of the
Participant and the Participants spouse to defer distributions.  The written explanation of the Qualified
Joint and Survivor Annuity shall be provided no less than 30 days and no more
than 90 days before the annuity starting date. 
The written explanation of the Qualified Pre-retirement Survivor Annuity
shall be given to Participants in the period beginning on the first day of the
Plan Year the Participant attains age 32 and ending on the last day of the Plan
Year the Participant attains age 35, or if earlier when the Participant
terminates employment.  (vii)Written
spousal consent to the use of the Participants Account as security for a loan
must be obtained within the 90 day period ending on the date on which the loan
is to be secured.  (b)The
Participants Early Retirement Date with respect to the Unity Plan shall be the
date as of which he has attained age 55, completed five (5) years of service,
and terminated employment.  The
Participant shall be fully vested as of such Early Retirement Date and shall be
entitled to receive benefits from the Cobalt Plan as of such date.  (c)A
Participant covered by this Special Benefit Schedule shall be entitled to
receive the Hardship Distribution pursuant to Section 6.8 of the Cobalt
Plan with respect to the Participants entire Account as of December 31,
1988 in addition to such other Accounts from which Hardship Distributions are
available under the Cobalt Plan.  24 
   SPECIAL BENEFIT
SCHEDULE NO. 6 CNR Health, Inc.
Retirement Savings Plan  1.Participants
Covered:  This Special Benefit
Schedule modifies and supplements the provisions of the Cobalt Plan in
connection with the transfer of assets into the Cobalt Plan from the CNR
Health, Inc.  Retirement Savings Plan
(CNR Plan).  The Participants covered
by this Special Benefit Schedule are the Participants who immediately
prior to the Effective Date were employed by CNR Health, Inc.  (CNR) and former CNR employees who have
yet to take a distribution of their, vested account balances from the CNR Plan.  2.Effective
Date:  July 30, 1999.  3.Eligibility:  A participant in the CNR Plan immediately
prior to the Effective Date shall become a Participant in the Cobalt Plan on
the Effective Date.  Any other employee
of CNR shall become eligible to participate in the Cobalt Plan on the later of
the Effective Date or the date such employee would otherwise become eligible to
participate in accordance with the provisions of Suction 3 of the Cobalt Plan.  4.Transfer
of Assets:  The CNR Plan shall be
terminated and the assets of the CNR Plan transferred to the Cobalt Plan
effective as of the Effective Date and the assets and liabilities of the CNR
Plan shall become the assets and liabilities of the Cobalt Plan effective with
the transfer of assets and liabilities, in accordance with Section 414(1)
of the Code.  Effective with the date of
the asset transfer, the provisions of the Cobalt Plan shall apply to the
transferred account balances from the CNR Plan, with the modifications set
forth in this Special Benefit Schedule.  5.Vesting.  A Participant covered by this Special
Benefit Schedule shall at all times be 100% vested in his or her Account
balance attributable to salary deferrals in his or her transferred account
balance from the CNR Plan.  As of the
Effective Date, a Participant covered by this Special Benefit
Schedule actively employed by CNR on the Effective Date shall be 100%
vested in his or her transferred account balance from the CNR Plan attributable
to matching contributions.  Participants
covered by this Special Benefit Schedule who are not actively
employed by CNR on the Effective Date shall be fully vested on the Effective
Date.  For vesting purposes hereunder,
Service of Participants covered by this Special Benefit Schedule shall
include service with CNR as computed under the elapsed time method used by the
CNR Plan.  6.Special
Distribution Provisions:  The
provisions of this paragraph 6 shall apply only with respect to that portion of
a Participants benefit which is attributable to amounts transferred to the
Cobalt Plan from the CNR Plan.  (a)Notwithstanding
Section 6.4 of the Cobalt Plan, a Participant shall receive his or her
benefits as follow:  25 
   (i)A
Participant who is entitled to receive a distribution upon his or her
Retirement, Permanent Disability, or termination of employment, shall, unless
the Participant elects otherwise in accordance with Section (v) below,
receive his or her benefits in the Qualified Joint and Survivor Annuity
form.  The Qualified Joint and Survivor
Annuity form means, for a Participant who has a spouse, an annuity for the life
of the Participant with a survivor annuity for the life of the Participants
spouse, where the survivor annuity is 50% of the amount of the annuity payable
during the joint lives of the Participant and the Participants spouse.  The Qualified Joint and Survivor Annuity
form means, for a Participant who has no spouse, an annuity for the life of the
Participant.  Payments under the
Qualified Joint and Survivor Annuity shall commence immediately following the
Participants election of the Qualified Joint and Survivor Annuity.  The Cobalt Plan may not distribute the
Participants accrued benefit in a form other than a Qualified Joint and
Survivor Annuity or Qualified Pre-retirement Survivor Annuity without the
consent of the Participants spouse in accordance with Section (v) below
except where the payout value of the non-forfeitable benefit does not exceed
$5,000.  (ii)A
Participants death benefit shall be paid in the form of a Qualified
Pre-retirement Survivor Annuity for a Participant who has a spouse to whom he
has been continuously married throughout the one-year period ending on the date
of his or her death.  The Qualified
Pre-retirement Survivor Annuity means a life annuity payable to the surviving
spouse of a Participant who dies before benefits become payable under the
Cobalt Plan.  A surviving spouse shall
not be required to begin receiving Qualified Pre-retirement Survivor Annuity
benefits prior to the time the Participant would have attained Normal
Retirement Age except where the present value of the non-forfeitable benefit
does not exceed $5,000.  The Beneficiary
of a Participant who does not have a spouse who is entitled to a Qualified
Pre-retirement Survivor Annuity shall receive a single sum payment.  (iii)The
optional forms of retirement benefit shall include the following, in addition
to the benefit forms described in Section 6.4(A) of the Cobalt Plan:  (A)A
straight life annuity.  (B)Single
life annuities with periods certain of five, ten, and fifteen years.  (C)Survivorship
life annuities with survivorship percentages of 50, 66-2/3, or 100.  26 
   (iv)Any
optional forms of death benefit shall include the benefit forms described in
Section 6.4(B) of the Cobalt Plan and any annuity that is an optional form
of retirement benefit.  (v)Any
election of an optional form of benefit must be made in writing by the
Participant during the election period. 
If the Participant is married, the election must be consented to by the
Participants spouse and must meet the following requirements:  (A)The
spouse must consent to a specific beneficiary and a particular form of
benefit.  The spouses consent must
acknowledge the effect of such election and be witnessed by a Plan
representative or a notary public.  Such
consent will not be required if it is established to the Administrative
Committee that the required consent cannot be obtained because the spouse
cannot be located, or other circumstances that may be prescribed by Treasury
regulations.  The election may be
revoked by the Participant in writing without the consent of the spouse at any
time during the election period described in subparagraph (B) below.  Any new election must comply with the
requirements of this subparagraph (A). 
A former spouses waiver shall not be binding on a new spouse.  (B)The
election period to waive the Qualified Joint and Survivor Annuity form shall be
the 90-day period, the last day of which is the annuity starting date. A
Participant may revoke the election to waive the Qualified Joint Survivor
Annuity at any time and any number of times during the 90 day period.  For purposes of this Section, annuity
starting date means the first day of the first period for which an amount is
received as an annuity.  Any elections
may not be changed after the Participants annuity starting date.  (C)A
Participants failure to waive the Qualified Joint and Survivor Annuity form
will not result in a decrease in any Plan accrued benefit with respect to such
Participant.  (D)An
election to waive the Qualified Pre-retirement Survivor Annuity form may be
made at any time.  A Participant who has
elected to waive the Qualified Pre-retirement Survivor Annuity with spousal
consent may revoke the election at any time and any number of times during the
period between the first day of the Plan Year in which the Participant attains
Age 55 and the date of the Participants death.  An election to waive the Qualified Preretirement Survivor Annuity
form which is made before the first day of the Plan Year in which he reaches
age 35 shall become  27 
   invalid on such date,
unless the Participants employment terminates prior to such date.  (vi)The
Committee shall furnish the Participant and the Participants spouse a written
explanation in non-technical language of the Qualified Joint and Survivor
Annuity form of benefit, the Qualified Pre-retirement Survivor Annuity forms of
benefit, the optional forms of retirement benefits and the right of the
Participant and the Participants spouse to defer distributions.  The written explanation of the Qualified
Joint and Survivor Annuity shall be provided no less than 30 days and no more
than 90 days before the annuity starting date. 
The written explanation of the Qualified Pre-retirement Survivor Annuity
shall be given to Participants in the period beginning on the first day of the
Plan Year the Participant attains age 32 and ending on the last day of the Plan
Year the Participant attains age 35, or if earlier when the Participant
terminates employment.  (vii)Written
spousal consent to the use of the Participants Account as security for a loan
must be obtained within the 90 day period ending on the date on which the loan
is to be secured.  (b)The
Participants Early Retirement Date with respect to the CNR Plan shall be the
date as of which he has attained age 59, completed five (6) years of service,
and terminated employment.  The
Participant shall be fully vested as of such Early Retirement Date and shall be
entitled to receive benefits from the Cobalt Plan as of such date.  (c)A
Participant covered by this Special Benefit Schedule shall be entitled to
receive a Hardship Distribution pursuant to Section 6.8 of the Cobalt Plan
with respect to the Participants entire Account as of December 31, 1988,
if any, in addition to such other accounts from which Hardship Distributions
are available under the Cobalt Plan. 
Further, a Participant covered by this Special Benefit
Schedule shall retain the right to receive a Hardship Distribution with
respect to the portion of the Participants Account transferred from the CNR
Plan as of July 30, 1999, to the extent such Hardship Distribution would
be permitted by the provisions of the CNR Plan.  28 
   IN WITNESS WHEREOF,
WellPoint Health Networks Inc. has caused this Amendment to be executed this 15th
day of January 2004.   WELLPOINT
  HEALTH NETWORKS INC.By:
  /s/
  J. Thomas Van Berkem  29