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                                                                   EXHIBIT 10.23



                   WELLPOINT 401(k) RETIREMENT SAVINGS PLAN

                       Generally Effective January 1, 1997
                      (As Amended through January 1, 2001)


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                    WELLPOINT 401(k) RETIREMENT SAVINGS PLAN

                                TABLE OF CONTENTS

<TABLE>
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                                                                            PAGE
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ARTICLE I HISTORY............................................................1

ARTICLE II DEFINITIONS.......................................................1

      2.01     "Account".....................................................1
      2.02     "Active Participant"..........................................1
      2.03     "Affiliated Company"..........................................2
      2.04     "Annuity Starting Date".......................................2
      2.05     "Beneficiary".................................................2
      2.06     "Code"........................................................2
      2.07     "Committee"...................................................2
      2.08     "Company".....................................................2
      2.09     "Compensation"................................................2
      2.10     "Deferral Rate"...............................................3
      2.11     "Directors"...................................................3
      2.12     "Eligible Employee"...........................................3
      2.13     "Employee"....................................................4
      2.14     "ERISA".......................................................4
      2.15     "401(a)(17) Limit"............................................4
      2.16     "Highly Compensated Employee".................................4
      2.17     "Hour of Service".............................................4
      2.18     "Leased Employee".............................................4
      2.19     "Non-Highly Compensated Employee".............................5
      2.20     "Participant".................................................5
      2.21     "Participating Company".......................................5
      2.22     "Plan"........................................................5
      2.23     "Plan Year"...................................................5
      2.24     "Regulation"..................................................5
      2.25     "Remuneration"................................................5
      2.26     "Temporary Employee"..........................................5
      2.27     "Trust Agreement".............................................5
      2.28     "Trustee".....................................................5
      2.29     "Valuation Date"..............................................5
      2.30     "WellPoint Common Stock"......................................6
      2.31     "WellPoint Common Stock Fund".................................6
      2.32     "Year of Service".............................................6

ARTICLE III SERVICE..........................................................6

      3.01     Hour of Service...............................................6
      3.02     Year of Service...............................................6
      3.03     One Year Period of Severance..................................6
</TABLE>


                                       i.
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<TABLE>

<S>                                                                         <C>
      3.04     Severance from Service Date...................................6
      3.05     Reemployment Date.............................................7
      3.06     Military Service..............................................7
      3.07     One Month of Service..........................................7
      3.08     AHI Healthcare Corporation....................................7
      3.09     Sharp Hospitals...............................................7
      3.10     Massachusetts Mutual Life & Health Benefits Management........7
      3.11     Cost Care, Inc. and John Hancock Mutual Life Insurance
               Company.......................................................7
      3.12     1997 Transition Rule for Service Crediting for Former
               Cost Care and Hancock Employees...............................7
      3.13     NCPPO.........................................................8
      3.14     Rush Prudential...............................................8
      3.15     Rx America, LLC...............................................8

ARTICLE IV PARTICIPATION.....................................................8

      4.01     General Rule..................................................8
      4.02     Status........................................................8
      4.03     Rehire and Reinstatement......................................8

ARTICLE V CONTRIBUTIONS......................................................9

      5.01     Salary Deferral Contributions.................................9
      5.02     Matching Contributions........................................9
      5.03     Special Contributions........................................12
      5.04     Rollover Contributions.......................................12
      5.05     Trust-to-Trust  Transfers....................................12
      5.06     Restoration..................................................12
      5.07     Deductibility................................................12
      5.08     Mistake of Fact..............................................13
      5.09     Limits.......................................................13
      5.10     Bonus Contribution...........................................13

ARTICLE VI INVESTMENT FUNDS AND WELLPOINT COMMON STOCK......................14

      6.01     Individual Direction of Investments..........................14
      6.02     WellPoint Common Stock Fund..................................14
      6.03     Purchase Price...............................................14
      6.04     Voting and Tender Offers.....................................14
      6.05     Restriction on Liquidation of Units in a WellPoint
               Common Stock Fund............................................15
      6.06     Responsibility...............................................16

ARTICLE VII VALUATION.......................................................16

ARTICLE VIII VESTING........................................................16

ARTICLE IX IN-SERVICE WITHDRAWALS...........................................16
</TABLE>


                                      ii.
<PAGE>

<TABLE>

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      9.01     Age 59-1/2...................................................16
      9.02     Rollover Account Withdrawals.................................16
      9.03     Post-Tax Contributions.......................................17
      9.04     Hardship Withdrawals.........................................17
      9.05     Form.........................................................18

ARTICLE X LOANS.............................................................18

      10.01    Authorization................................................18
      10.02    Amount.......................................................18
      10.03    Maximum Number...............................................18
      10.04    Application and Note.........................................18
      10.05    Individual Account...........................................19
      10.06    Interest.....................................................19
      10.07    Repayment....................................................19
      10.08    Default......................................................19
      10.09    Guidelines...................................................19

ARTICLE XI DISTRIBUTION OF BENEFITS.........................................19

      11.01    Date Benefits Become Distributable...........................19
      11.02    Date Benefits Will Be Distributed............................19
      11.03    No Election..................................................20
      11.04    Retroactive Payment..........................................20
      11.05    Inability to Locate Recipient................................20
      11.06    Distribution to Minor or Incompetent.........................20
      11.07    Small Account................................................20
      11.08    Form of Distribution.........................................20
      11.09    Distributions from the WellPoint Common Stock Fund...........20
      11.10    Direct Rollover..............................................21
      11.11    General Waiver of 30-Day Requirement.........................21
      11.12    Special Waiver of 30-Day Requirement.........................21

ARTICLE XII BENEFICIARY DESIGNATIONS........................................22

      12.01    All Participants.............................................22
      12.02    Married Participants.........................................22
      12.03    Ineffective Designation......................................22

ARTICLE XIII CLAIMS PROCEDURE...............................................23

ARTICLE XIV ALIENATION AND QUALIFIED DOMESTIC RELATIONS ORDERS..............23

      14.01    Prohibition..................................................23
      14.02    Qualified Domestic Relations Order...........................23

ARTICLE XV ADMINISTRATION...................................................24

      15.01    Committee....................................................24
      15.02    Power........................................................24
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                                      iii.
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      15.03    Indemnification..............................................24
      15.04    Expenses.....................................................24

ARTICLE XVI AMENDMENTS......................................................24

      16.01    Directors....................................................24
      16.02    Officers.....................................................24
      16.03    Effect.......................................................24

ARTICLE XVII TERMINATION, MERGER AND TRANSFER...............................25

      17.01    Participating Companies......................................25
      17.02    Company......................................................25
      17.03    Determination of Partial Termination.........................25
      17.04    Mergers and Transfers........................................25

ARTICLE XVIII MISCELLANEOUS.................................................25

      18.01    Limitation of Rights.........................................25
      18.02    Satisfaction of Claims.......................................26
      18.03    Construction.................................................26
      18.04    Severability.................................................26
      18.05    Source of Benefits...........................................26
</TABLE>


                                      iv.


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APPENDIX I     TESTING SALARY DEFERRAL AND MATCHING CONTRIBUTIONS

APPENDIX II:   LIMITATIONS ON ALLOCATIONS

APPENDIX III:  TOP HEAVY PROVISIONS

APPENDIX IV:   PARTICIPATION OF UNICARE FINANCIAL CORP. EMPLOYEES

APPENDIX V:    PARTICIPATION OF COST CARE INC. EMPLOYEES

APPENDIX VI:   PARTICIPATION OF JOHN HANCOCK MUTUAL LIFE INSURANCE EMPLOYEES

APPENDIX VII:  PARTICIPATING COMPANIES

APPENDIX VIII: DISTRIBUTIONS PROVISIONS

APPENDIX IX:   MERGER OF NATIONAL CAPITAL PREFERRED PROVIDER ORGANIZATION, INC.
               401(k) PLAN

APPENDIX X:    MERGER OF RUSH PRUDENTIAL HEALTH PLANS RETIREMENT PLAN


                                       v.

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                      WELLPOINT 401(k) RETIREMENT SAVINGS PLAN

                                    ARTICLE I

                                     HISTORY

            Effective July 1, 1992, Blue Cross of California adopted the Salary
Deferral Savings Program of Blue Cross of California. This plan received a
favorable IRS determination letter in November of 1995, and was subsequently
amended. In 1996, the name of the plan was changed to Salary Deferral Savings
Program of WellPoint Health Networks Inc. Effective November 1, 1998, the name
of the plan was changed to WellPoint 401(k) Retirement Savings Plan ("Plan").

            Effective January 1, 1997, or as otherwise specifically indicated
below, this document constitutes a complete amendment and restatement of the
Plan. The principal purposes of this amendment and restatement are to update the
Plan for technical and legislative changes, to incorporate changes made to the
Plan after the 1995 IRS determination letter referred to above, and to document
the mergers of the Cost Care Inc. Savings Plan ("Cost Care Plan"), a portion of
The Investment-Incentive Plan for John Hancock Employees (which portion is
hereafter referred to as the "Hancock Plan"), the National Capital Preferred
Provider Organization, Inc. 401(k) Plan and the Rush Prudential Health Plans
Retirement Plan into this Plan.

            The rights and benefits of a Participant in this Plan who ceased to
be an Employee before January 1, 1997 will be determined in accordance with the
provisions of the Plan in effect on the date on which that Participant ceased to
be an Employee, and any provisions of this Plan that are specifically made
effective to such date.

                                   ARTICLE II

                                   DEFINITIONS

            This Plan is subject to technical restrictions that are outlined in
Appendices which, by this reference, are incorporated into the Plan. Terms that
are used in a single Article or Appendix are generally defined in that Article
or Appendix. The following terms are used throughout the Plan.

     2.01 "ACCOUNT" means the value of all Accounts maintained on
behalf of a Participant or Beneficiary. An Account may include a Special
Contributions Account, a Salary Deferral Contributions Account, Matching
Contributions Accounts, a Loan Account, Rollover Accounts, a Profit Sharing
Contributions Account, and a Post-Tax Contributions Account.

     2.02 "ACTIVE PARTICIPANT" means a Participant with a Salary
Deferral Contribution election currently in effect.

                                       1.
<PAGE>


     2.03 "AFFILIATED COMPANY" means a Participating Company and, with
respect to a Participating Company, (i) any corporation that, pursuant to
Section 414(b) of the Code, is a member of a controlled group of corporations
of which the Parti cipating Company is a member; (ii) any employer that,
pursuant to Section 414(c) of the Code, is under common control with the
Participating Company; (iii) any employer that, pursuant to Section 414(m) of
the Code, is a member of an affiliated service group of which the
Participating Company is a member and (iv) any employer that, pursuant to
Section 414(o) of the Code, is required to be aggregated with the
Participating Company.

            2.04 "ANNUITY STARTING DATE" means the first date for which an
amount is payable as an annuity or, in the case of a benefit not payable as
an annuity, the first day on which all events have occurred that entitle a
Participant, or Beneficiary, as the case may be, to a benefit under this Plan.

     2.05 "BENEFICIARY" means the person(s) or entity entitled to
receive a Participant's Account if the Participant dies before distribution
of his or her entire Account.

     2.06 "CODE" means the Internal Revenue Code of 1986, as amended.

     2.07 "COMMITTEE" means the entity that, pursuant to Article XV,
administers the Plan.

     2.08 "COMPANY" means, effective May 20, 1996, WellPoint Health
Networks Inc. or a successor to all or a major portion of the assets or
business of WellPoint Health Networks Inc. that, by appropriate action,
adopts the Plan.

     2.09 "COMPENSATION" means all regular base earnings paid by a
Participating Company.

            (a)   AMOUNTS INCLUDED.  A reference to Compensation also
includes, but is not limited to, the following items, subject to subsection (c):

                  (1)   vacation pay;

                  (2)   salary continuance (other than severance);

                  (3)   sick leave paid by a Participating Company;

                  (4)   salary deferrals under the WellPoint Health Networks
      Inc. Comprehensive Executive Non-Qualified Retirement Plan;

                  (4)   sales commissions;

                  (5)   overtime;

                  (6)   elective contributions that are not includible in
income under Code Sections 125, 402(e)(3), 402(h) or 403(b);

                  (7)   all bonuses (other than starting bonuses) and
incentive payments (other than Instabucks);


                                       2.
<PAGE>


                   (8) pay in-lieu-of Blue Cross days that are unused at a
Participant's termination of employment occurring in the period starting January
1, 2000 and ending February 27, 2001; and

                  (9) pay in-lieu-of vacation days or floating holidays that are
unused at a Participant's termination of employment prior to 1998 or occurring
in the period starting January 1, 2000 and ending February 27, 2001.

            (b)   EXCLUSIONS.  Base earnings does not include:

                  (1)   severance pay;

                  (2)   imputed income;

                  (3)   moving expenses;

                  (4)   awards (including, but not limited to, Honor, Impact,
Recognition, car pool, and general awards); or

                  (5)   payments made under any group insurance plan.

            (c)   EXCEPTIONS. Compensation shall not include any pay
in-lieu-of vacation days, floating holidays, or Blue Cross days that are
unused at terminations of employment occurring on and after February 28, 2001.

                  Prior to January 1, 2001, the definition of Compensation read
            as follows:

                  "COMPENSATION" means all regular base earnings paid by a
            Participating Company, which includes vacations, pay in-lieu-of
            vacation or floating holidays (if pay in-lieu-of vacation or
            floating holidays was paid before January 1, 1998), salary
            continuance (other than severance), and sick leave paid by a
            Participating Company. Compensation also includes sales commissions,
            overtime, elective contributions that are not includible in income
            under Code Sections 125, 402(e)(3), 402(h) or 403(b), and all
            bonuses (except starting bonuses) and incentive payments (except
            Instabucks).

                  (a)   EXCLUSIONS. Compensation does not include severance
            pay, imputed income, moving expenses, payments made under any group
            insurance plan, or effective January 1, 1998, pay in lieu of
            vacation or floating holidays.

                  (b)   LIMIT. With respect to any Plan Year, the annual
            Compensation of any Participant taken into account pursuant to this
            definition will not exceed $150,000 (indexed).

     2.10 "Deferral Rate" means the percentage of Compensation that a
Participant elects to defer as described in Section 5.01.

     2.11 "DIRECTORS" means the Board of Directors of the Company.

     2.12 "ELIGIBLE EMPLOYEE" means an Employee of a Participating
Company, other than (i) an Employee who has not attained the age of eighteen
(18), (ii) a Leased Employee, (iii) a Temporary Employee, (iv) a non-resident
alien who receives no earned income

                                       3.
<PAGE>

from sources within the United States, and (iv) an Employee whose employment is
governed by the terms of a collective bargaining agreement, unless a
Participating Company is a party to the agreement and the agreement provides for
coverage of the Employee under this Plan.

            An Eligible Employee does not include (and has not at any time
included) any individual during any period that individual is not classified or
treated by an Affiliated Company as a common-law employee of an Affiliated
Company, without regard to whether such individual is subsequently determined to
have been a common-law employee of an Affiliated Company.

            Notwithstanding anything to the contrary in any Plan document, the
collective bargaining agreement between Blue Cross of California and the Office
and Professional Employees International Union Local 29, AFL-CIO that became
effective November 16, 1994 governs the determination as to whether individuals
covered by that agreement for the period beginning November 16, 1994 and ending
on the date that the terms of that agreement expire are Eligible Employees for
purposes of the participation provisions of the Plan.

     2.13 "EMPLOYEE" means a person who is employed by an Affiliated
Company and any Leased Employee.

     2.14 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

     2.15 "401(a)(17) Limit" means the indexed limit on compensation
that may be taken into account under the Plan as provided under Section
401(a)(17) of the Code.

     2.16 "HIGHLY COMPENSATED EMPLOYEE" means (i) any 5% owner during
the current Plan Year or the preceding Plan Year (the "lookback year") and
(ii) any Employee receiving Remuneration from a Participating Company in the
lookback year in excess of $80,000 as indexed pursuant to Code Section 414(q)
and, if elected by the Company, who was in the top 20% of Employees ranked by
Remuneration.

     2.17 "HOUR OF SERVICE" is defined in Article III.

     2.18 "LEASED EMPLOYEE" means an individual who is not otherwise an
Employee and who, pursuant to Code Section 414(n), performs services under
primary direction or control of the Participating Company on a substantially
full-time basis. Notwithstanding the foregoing, an individual will not be
treated as a Leased Employee for a Plan Year for nondiscrimination testing or
for any other purpose if either (a) or (b) below is applicable for that Plan
Year:

                  (a) SAFEHARBOR PLAN. The individual is covered by a money
            purchase pension plan maintained by the leasing organization meeting
            the requirements of Code Section 414(n)(5)(B), and leased employees
            (determined without regard to this exception) do not constitute
            more than 20% of all Non-Highly Compensated Employees of all
            Affiliated Companies.

                  (b) RECORDKEEPING EXCEPTION. The Committee has not been
            notified by the individual that the individual is a leased employee,
            the qualified plans (within the meaning of Code Section 401(a)) that
            are maintained by each Affiliated Company exclude leased employees
            from participation, none of these plans is top heavy (within the
            meaning of Code Section 416), and the number of leased persons who,
            during that Plan Year, perform at least 1500 Hours of



                                       4.
<PAGE>

Service of work described in Code Sections 414(n)(2)(A) and (C) for any
Affiliated Company is less than 5% of the number of Employees (excluding leased
persons and Highly Compensated Employees) covered by the qualified plans (within
the meaning of Code Section 401(a)) of all Affiliated Companies at any time
during the Plan Year.

     2.19 "NON-HIGHLY COMPENSATED EMPLOYEE" is an Employee who is not
a Highly Compensated Employee.

     2.20 "PARTICIPANT" means (i) any Eligible Employee who becomes a
Participant under Article IV or Article V and retains an Account under the
Plan and (ii) any individual not described in clause (i) who had an account
balance in another tax-qualified retirement plan as of the date such plan is
merged with the Plan, but only for the period the individual retains an
Account under the Plan.

     2.21 "PARTICIPATING COMPANY" means the Company and any other
company that is authorized in writing by the Directors or by an officer of
the Company at the level of Senior Vice President or above to participate in
the Plan, and that elects to participate in the Plan on behalf of its
Eligible Employees. Entities that are Participating Companies as of January
1, 2001 are listed in the Participating Companies Appendix to this Plan.

     2.22 "PLAN" means, effective November 1, 1998, the WellPoint
401(k) Retirement Savings Plan as amended from time to time. Prior to
November 1, 1998, the name of the Plan was the Salary Deferral Savings
Program of WellPoint Health Networks Inc.

     2.23 "PLAN YEAR" means the calendar year.

     2.24 "REGULATION" means Treasury Regulations issued under provisions of
the Internal Revenue Code.

     2.25 "REMUNERATION" means compensation as defined in Code Section
415(c)(3) and in accordance with Treasury Regulation sections 1.415-2(d)(2)
and 1.415-2(d)(3). This alternate definition of compensation is used for
purposes of the Highly Compensated Employee definition in Section 2.15 and
the Testing Salary Deferral and Matching Contributions Appendix, the
Limitations on Allocations Appendix and the Top Heavy Appendix to this Plan.
Remuneration also includes an Employee's elective deferrals under a qualified
cash or deferred arrangement described in Code Sections 401(k) and 402(e)(3),
a simplified employee pension plan described in Code Section 408(k)(6), and a
cafeteria plan described in Code Section 125.

     2.26 "TEMPORARY EMPLOYEE" means an Employee who is categorized as
a temporary employee by a Participating Company and who performs fewer than
1000 Hours of Service during any consecutive 12-month period.

     2.27 "TRUST AGREEMENT" means an agreement entered into between the
Company (on behalf of all Participating Companies) and a Trustee to provide
for the investment, management and control of Plan assets.

     2.28 "TRUSTEE" means any person or entity appointed by the Company to
hold the Plan's assets.

     2.29 "VALUATION DATE" means the last business day of each Plan Year, and
such other date or dates as may be designated by the Committee for the
valuation of Accounts.

                                       5.
<PAGE>

     2.30 "WELLPOINT COMMON STOCK" means the common stock of the Company.

     2.31 "WELLPOINT COMMON STOCK FUND" means the investment fund established
by the Committee to permit investment of Participants' Accounts in WellPoint
Common Stock.

     2.32 "YEAR OF SERVICE" is defined in Article III of the Plan.

                                   ARTICLE III

                                     SERVICE

     3.01 HOUR OF SERVICE. An Hour of Service is each hour for which an Employee
is paid or entitled to payment for the performance of services for an Affiliated
Company.

     3.02 YEAR OF SERVICE. A Year of Service is a consecutive or non-consecutive
12-month period beginning on the first date that an Employee performs an Hour of
Service, on a Reemployment Date (as defined below) or on an anniversary of
either of these dates. Any period of less than 12 consecutive months during
which an Employee does not perform an Hour of Service will be counted when
computing Years of Service. A One Year (or longer) Period of Severance (as
defined below) will not be counted when computing Years of Service.

     3.03 ONE YEAR PERIOD OF SEVERANCE. A One Year Period of Severance is a 12
consecutive month period that begins on an individual's Severance from Service
Date (as defined below), or on an anniversary of that date, during which the
individual does not perform an Hour of Service.

     3.04 SEVERANCE FROM SERVICE DATE. An Employee's Severance from Service Date
is the earliest of the date on which the Employee quits, retires, is discharged
or dies, or the first anniversary of the first date of an Employee's absence for
any other reason.

          (a) CREDITING. Solely for the purpose of determining whether a
     Participant has incurred a One Year Period of Severance, a Participant will
     not incur the first One Year Period of Severance that would otherwise be
     counted if severance is due to an Authorized Leave of Absence (as defined
     below) or a Maternity or Paternity Leave (as defined below).

          (b) AUTHORIZED LEAVE OF ABSENCE. Authorized Leave of Absence means a
     paid or unpaid, temporary cessation from active employment with an
     Affiliated Company for up to 12 months pursuant to an established policy,
     due to illness, disability, vacation, a temporary layoff, public service,
     or any other reason.

          (c) MATERNITY OR PATERNITY LEAVE. Maternity or Paternity Leave means
     an unpaid absence from work for any period by reason of the Employee's
     pregnancy, birth of the Employee's child, placement of a child with the
     Employee in connection with the adoption of such child, or any absence for
     the purpose of caring for such child for a period immediately following
     such birth or placement.

          (d) FAILURE TO RETURN. If a Participant fails to return to work
     immediately on expiration of an Authorized Leave of Absence or Maternity or
     Paternity Leave, no credit shall


                                       6.
<PAGE>

     be given for the Authorized Leave of Absence or Maternity or Paternity
     Leave pursuant to this Section.

     3.05 REEMPLOYMENT DATE. An Employee's Reemployment Date is the first date

on which the Employee performs an Hour of Service after a One Year Period of
Severance.

     3.06 MILITARY SERVICE. Notwithstanding any provision of this Plan to the
contrary, contributions and benefits with respect to qualified military service
will be provided to the extent required by Code Section 414(u).

     3.07 ONE MONTH OF SERVICE. An Employee will be credited with One Month of
Service on the date that the Employee has been on the payroll of an Affiliated
Company, as an Employee, for one full calendar month.

     3.08 AHI HEALTHCARE CORPORATION. Effective for Employees hired on or after
April 1, 1995 and before October 1, 1997, those Employees will have all of their
service with AHI Healthcare Corporation (or any wholly owned subsidiary thereof)
prior to April 1, 1995 treated as service with the Company for all purposes
under this Plan; provided, however, that such Employees will not be eligible to
receive Matching Contributions under this Plan.

     3.09 SHARP HOSPITALS. Individuals who were employed by Sharp Hospitals on
February 4, 1996, and who became Employees due to a corporate transaction on
February 5, 1996, will receive credit under this Plan for all of their service
with Sharp Hospitals; provided, however, that no such service will be credited
for purposes of determining whether an individual is eligible for the
Grandfathered Match that was implemented in 1997.

     3.10 MASSACHUSETTS MUTUAL LIFE & HEALTH BENEFITS MANAGEMENT. Effective for
Employees hired on or after April 1, 1996 and before October 1, 1997, those
Employees will have all of their service with Massachusetts Mutual Life
Insurance Company prior to April 1, 1996 treated as service with the Company for
all purposes under this Plan except for purposes of the Grandfathered Match that
was implemented in 1997.

     3.11 COST CARE, INC. AND JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY.
Individuals who were employed by Cost Care, Inc. ("Cost Care") or by John
Hancock Mutual Life Insurance Company ("Hancock") on February 28, 1997, and who
became Employees due to a corporate transaction on March 1, 1997 (each a
"Transferred 1997 Employee") will receive credit under this Plan for all of
their service with Cost Care and/or with Hancock through December 31, 1996;
provided, however, that no such service will be credited for purposes of
determining whether an individual is eligible for the Grandfathered Match that
was implemented in 1997. Effective January 1, 1997, the elapsed time service
crediting rules of this Plan will apply for crediting service to Transferred
1997 Employees. For these purposes, a Participant's service under the Cost Care,
Inc. Savings Plan and/or the Investment-Incentive Plan for John Hancock
Employees, as the case may be, from January 1, 1997 through the date ("Hire
Date") in 1997 that the individual became an Employee of the Company will be
added to the Participant's service under this Plan from the Participant's Hire
Date forward.

     3.12 1997 TRANSITION RULE FOR SERVICE CREDITING FOR FORMER COST CARE AND
HANCOCK EMPLOYEES. For the Plan Year ending December 31, 1997, a Transferred
1997 Employee who would not otherwise be credited with one Year of Service under
the service crediting rules of this Plan (other than this rule) will be credited
with one Year of Service under this Plan if the Transferred 1997 Employee was
credited with 1000 Hours of Service under the


                                       7.
<PAGE>

Cost Care, Inc. Savings Plan or under the Investment-Incentive Plan for Hancock
Employees for the period beginning January 1, 1997 and ending on his or her Hire
Date. Notwithstanding the foregoing, no such service will be used to determine
whether an individual is eligible for the Grandfathered Match that was
implemented in 1997.

     3.13 NCPPO. Individuals who were employed by National Capital Preferred
Provider Organization, Inc. ("NCPPO") immediately prior to June 1, 1999, and who
became Employees due to a corporate transaction on June 1, 1999, will receive
credit under the Plan for all of their service with NCPPO, provided, however,
that no such service will be credited for purposes of determining whether an
individual is eligible for the Grandfathered Match that was implemented in 1997.

     3.14 RUSH PRUDENTIAL. Individuals who were employed by Rush Prudential
Health Plans ("Rush Prudential") immediately prior to March 1, 2000, and who
became Employees due to a corporate transaction on March 1, 2000, will receive
credit under the Plan for all of their service with Rush Prudential, provided,
however, that no such service will be credited for purposes of determining
whether an individual is eligible for the Grandfathered Match that was
implemented in 1997.

     3.15 RX AMERICA, LLC. Individuals who were employed by Rx American, LLC
("Rx America") immediately prior to December 5, 2000, and who became Employees
due to a corporation transaction on December 5, 2000, will receive credit under
the Plan for all of their service with Rx America, provided, however, that no
such service will be credited for purposes of determining whether an individual
is eligible for the Grandfathered Match that was implemented in 1997.

                                   ARTICLE IV
                                  PARTICIPATION

     4.01 GENERAL RULE. An Eligible Employee can elect to become a Participant
on the first day of the first calendar month coincident with or next following
the EARLIER of the following dates by entering into a Salary Deferral
Contribution election:

          (a) ONE MONTH OF SERVICE. The date on which the Eligible Employee has
     been credited with One Month of Service; or

          (b) ONE YEAR OF SERVICE. The date that the Eligible Employee has been
     credited with a Year of Service.

     4.02 STATUS. If an Employee is not an Eligible Employee on the date that he
or she has satisfied the applicable participation requirements outlined above,
the Employee can elect to become a Participant on the first day of the calendar
month coincident with or next following the calendar month in which the Employee
performs an Hour of Service as an Eligible Employee.

     4.03 REHIRE AND REINSTATEMENT. A rehired individual or a reinstated
individual who is an Eligible Employee and who previously satisfied the
eligibility requirements in this Section will become an Active Participant on
the first day of the calendar month following the month in which the individual
enters into a Salary Deferral Contribution election.


                                       8.
<PAGE>

                                   ARTICLE V

                                  CONTRIBUTIONS

     5.01 Salary Deferral Contributions. A Participant may elect to have a
Participating Company reduce the amount of his or her Compensation for each
payroll period by from 2% to 15% and to have that amount contributed to the Plan
as a Salary Deferral Contribution on his or her behalf. In no event will a
Participant's total Salary Deferral Contribution for a Plan Year exceed the
indexed limit determined under Code Section 402(g). A Participant may initiate
or change the percentage of Salary Deferral Contribution (in 1% increments) by
submitting a notice to the Committee that satisfies such requirements as the
Committee shall determine. In no event will a Participant's Salary Deferral
Contribution for a Plan Year exceed an amount equal to the Participant's
Deferral Rate times the 401(a)(17) Limit in effect for the Plan Year. The
Committee will implement the Participant's Salary Deferral Contribution election
as soon as administratively practicable.

          (a) ALLOCATION. A Participant's Salary Deferral Contributions will be
     credited to that Participant's Salary Deferral Contributions Account.

          (b) HIGHLY COMPENSATED LIMIT. The Committee or its delegate may limit
     the amount of Compensation that Highly Compensated Employees (determined as
     of the end of the immediately preceding Plan Year) are authorized to defer
     under this Plan as Salary Deferral Contributions.

     5.02 MATCHING CONTRIBUTIONS. A Participant's Matching Contributions will be
credited to that Participant's Matching Contributions Account. Unless provided
otherwise in a writing signed by an officer of the Company at the level of
Senior Vice President or above, and subject to the provisos in (b), (c), (d),
(e), (f) and (g) below, for payroll periods ending on or after January 1, 1997,
the schedule outlined in (a) below will be used to determine the amount of
Matching Contributions and the match will be made in units of a WellPoint Common
Stock Fund to the extent provided in (c) below.

          (a) GENERAL RULE. Except as provided in (b) below, effective November
     1, 1998, Matching Contributions will equal 75% (or a greater or lesser
     percentage determined by each Participating Company before the payroll
     period) of the Salary Deferral Contribution that the Participant directed
     during the Plan Year, while eligible for Matching Contributions as provided
     in Section 5.02(g) of the Plan. Notwithstanding the foregoing, Salary
     Deferral Contributions in excess of 6% of a Participant's Compensation (or
     such greater or lesser percentage determined by each Participating Company
     before the payroll period) will not be matched. In no event will a
     Participant's Matching Contributions for a Plan Year exceed 6% (or such
     greater or lesser percentage determined by each Participating Company
     before the payroll period) of the 401(a)(17) Limit in effect for the Plan
     Year. To the extent administratively feasible, Matching Contributions will
     be credited to a Participant's Account on a payroll period by payroll
     period basis.

                  Prior to November 1, 1998, this subsection (a) read as
            follows: Except as provided in (b) below, at the beginning of the
            first payroll period ending on or after January 1, 1997, Matching
            Contributions for a payroll period for each Participant will equal
            75% (or a greater or lesser percentage determined by each


                                       9.
<PAGE>

            Participating Company before the payroll period) of the Salary
            Deferral Contribution that the Participant directed during the
            payroll period. However, no Matching Contribution will be made with
            respect to that portion of the Salary Deferral Participant's Salary
            Deferral Contribution that exceeds 6% of the Participant's
            Compensation in the Plan Year, or such greater or lesser amount as
            each Participating Company may determine before the payroll period.

          (b) GRANDFATHERED MATCH. Effective November 1, 1998, the provisions on
     this subsection (b) will govern the calculation of the Matching
     Contribution of a Participant with 10 or more years of Service at the
     beginning of the first payroll period ending after January 1, 1997 other
     than a Participant covered by a collective bargaining agreement as
     described in Section 5.02(d) below. For Participants with 10 or more but
     less than 20 Years of Service at the beginning of the first payroll period
     ending on or after January 1, 1997, Matching Contributions will equal 85%
     of the Salary Deferral Contribution that the Participant directed during
     the Plan Year, while eligible for Matching Contributions as provided in
     Section 5.02(g) of the Plan. For Participants with 20 or more Years of
     Service at the beginning of the first payroll period ending on or after
     January 1, 1997, Matching Contributions will equal 100% of the Salary
     Deferral Contribution that the Participant directed during the Plan Year,
     while eligible for Matching Contributions as provided in Section 5.02(g) of
     the Plan. Notwithstanding the foregoing, Salary Deferral Contributions in
     excess of 6% of a Participant's Compensation will not be matched. To the
     extent administratively feasible, Matching Contributions will be credited
     to a Participant's Account on a payroll period by payroll period basis. In
     no event will any other provision of the Plan granting service credit with
     a prior employer while such employer is not an Affiliated Company be taken
     into account in determining eligibility for the Grandfathered Match
     described in this subsection (b).

                  Prior to November 1, 1998, this subsection (b) read as
            follows: For Participants with 10 or more but less than 20 Years of
            Service at the beginning of the first payroll period ending on or
            after January 1, 1997, Matching Contributions will equal 85% of the
            Salary Deferral Contribution that the Participant directed during
            the payroll period. For Participants with 20 or more Years of
            Service at the beginning of the first payroll period ending on or
            after January 1, 1997, Matching Contributions will equal 100% of the
            Salary Deferral Contribution that the Participant directed during
            the payroll period. However, no Matching Contribution will be made
            with respect to that portion of the Salary Deferral Participant's
            Salary Deferral Contribution that exceeds 6% of the Participant's
            Compensation in the Plan Year.

          (c) MATCH IN UNITS OF WELLPOINT COMMON STOCK FUND. Effective as of the
     first payroll period ending on or after January 1, 1998, all Participants
     eligible to receive an allocation of Matching Contributions as described in
     subsections (a) and (b) above will receive 33.33% of their Matching
     Contribution in the form of units of a WellPoint Common Stock Fund.

                  The following provision applies to payroll periods ending
            before January 1, 1998: Participants described in (a) above will
            receive 33.3% of their Matching Contribution in the form of units of
            a WellPoint Common Stock Fund. Participants described in (b) above
            who are receiving a Matching Contribution based on 85% of their
            Salary Deferral Contribution will receive 29.41% of their Matching
            Contribution in the form of units of a WellPoint Common Stock Fund.
            Participants described in (b) above who are receiving a Matching
            Contribution


                                      10.
<PAGE>

            based on 100% of their Salary Deferral Contribution will receive 25%
            of their Matching Contribution in the form of units of a WellPoint
            Common Stock Fund. Units of such a WellPoint Common Stock Fund that
            are received as a Matching Contribution pursuant to this paragraph
            (c) will be subject to the liquidation restrictions
            outlined in Article VI.

          (d) COLLECTIVE BARGAINING AGREEMENT. If the employment of an Eligible
     Employee is governed by the terms of a collective bargaining agreement
     ("Bargaining Unit Employee") between Blue Cross of California and the
     Office and Professional Employees International Union Local 29, AFL-CIO
     that became effective November 16, 1997 ("Local 29 Agreement"), the Company
     will cover that Bargaining Unit Employee in the Plan as in effect on the
     effective date of the Local 29 Agreement, and as the Plan may be changed to
     comply with applicable law. The Matching Contributions rate for such
     Bargaining Unit Employees who are employed by Blue Cross of California on
     November 16, 1997 ("Eligible Local 29 Employees") and who have one Year of
     Service, but less than 10 Years of Service will be 75% of the Participant's
     Salary Deferral Contribution for the Plan Year; for Eligible Local 29
     Employees with 10 or more Years of Service but less than 20, the rate will
     be 85% of the Participant's Salary Deferral Contribution for the Plan Year;
     for Eligible Local 29 Employees with 20 Years of Service, the rate will be
     100% of the Participant's Salary Deferral Contribution for the Plan Year.
     The rate of Matching Contributions for all Eligible Local 29 Employees will
     be frozen at November 15, 2000 levels, based on each such Employee's Years
     of Service at that date. With respect to any other Bargaining Unit
     Employee, the level and the form (e.g., stock or cash) of Matching
     Contributions provided to such Employees will be governed by the terms of
     the applicable bargaining agreement.

          (e) LEAVE. Prior to October 1, 1997, this subsection (e) read as
     follows: Notwithstanding anything to the contrary in this Plan, a
     Participant's eligibility to receive Matching Contributions will cease as
     of the first day of the first full payroll period immediately following 8
     consecutive work days (excluding week-ends and holidays) during which the
     Participant was absent from work due to a paid sick leave. Such a
     Participant will again become eligible to receive Matching Contributions,
     as otherwise provided under this Section, as of the first day of the first
     full payroll period immediately following the Participant's return to work
     after such a leave. Subsection (e) is eliminated from the Plan effective
     October 1, 1997.

          (f) NO MATCH. Notwithstanding anything to the contrary in this Plan,
     if WellPoint Practice Management Company, Inc. (formerly known as WellPoint
     Dental Services, Inc.), The Professional Medical Associates of Santa
     Barbara, Health Management Associates of San Luis Obispo, Health Management
     Associates of Santa Barbara, and/or any successor to any of them become a
     Participating Company, their Employees will not be eligible to receive
     Matching Contributions under this Plan.

          (g) MATCH ELIGIBILITY. Effective for the first payroll period ending
     on or after October 1, 1997, an Employee is not eligible to receive a
     Matching Contribution under this Plan for Compensation earned prior to the
     payroll period during which the Participant is credited with a Year of
     Service measured from his or her date of hire (if a new Employee) or date
     of rehire (following the Employee's separation from service with all
     Affiliated Companies for any reason). For this purpose, a reinstatement is
     not treated as a rehire.

                  The following provision applies for payroll periods ending
            before October 1, 1997: An Employee is not eligible to receive a
            Matching Contribution


                                      11.
<PAGE>


            under this Plan until the first day of the first calendar month
            coincident with or next following the Employee's completion of One
            Year of Service measured from his or her date of hire (if a new
            Employee) or date of rehire (following the Employee's separation
            from service with all Affiliated Companies for any reason). For this
            purpose, a reinstatement is not treated as a rehire.

     5.03 SPECIAL CONTRIBUTIONS. Other than a Bonus Contribution described in
Section 5.10 below, a Participating Company may authorize qualified nonelective
employer contributions to the extent needed to satisfy the tests described in
the Testing Salary Deferral and Matching Contributions Appendix to this Plan.
These qualified nonelective employer contributions will be allocated to the
Accounts of Eligible Employees who are Non-Highly Compensated Employees from the
lowest paid to the highest paid in an amount up to or equal to their Code
Section 415 allocation limit.

     5.04 ROLLOVER CONTRIBUTIONS. The Committee or its delegate may authorize a
Trustee to accept a contribution, that represents all or part of an Eligible
Rollover Distribution as defined in Section 11.10(a), made in cash and
attributable to a distributi on received by an Eligible Employee from another
tax-qualified plan. Rollover Contributions will be held in the Participant's
Rollover Account. Rollover Contributions from an IRA established to hold only
distributions from a tax-qualified plan within the meaning of Section 401(a) of
the Code (e.g., a "Conduit IRA") will be accepted after 1997.

     5.05 TRUST-TO-TRUST TRANSFERS.

          (a) PERMISSIBLE TRANSFERS. The Committee or its delegate may authorize
     a Trustee to accept a trust-to-trust transfer of assets from another
     tax-qualified plan within the meaning of Section 401(a) of the Code. Except
     as specifically provided to the contrary in this Plan document, securities
     of other companies and assets that are subject to the survivor annuity
     requirements of Code Section 401(a)(11) will not be accepted as part of a
     trust-to-trust transfer.

          (b) OPERATIONAL PROVISIONS. Amounts received in a trust-to-trust
     transfer will be allocated to corresponding Accounts under this Plan.
     Amounts that are subject to the survivor annuity requirements of Code
     Section 401(a)(11) will be accounted for separately. Trust-to-trust
     transfers will not be subject to the Limitations on Allocations Appendix to
     this Plan.

     5.06 RESTORATION. If a Participant was improperly excluded at any time from
an allocation, an amount computed on the same basis as the allocation will be
added to that Participant's Account, after that amount has been adjusted to
reflect reasonable gain or loss as determined by the Committee.

     5.07 DEDUCTIBILITY. To the extent that a Participating Company is not
allowed a current deduction under the Code for any contribution made to the
Plan, the Participating Company may, within one year following a final
determination of the disallowance, whether by agreement with the Internal
Revenue Service or by final decision of a court of competent jurisdiction,
demand repayment of the disallowed contribution, and the Trustee shall return
the contribution within one year following the disallowance. Earnings of the
Plan attributable to such a contribution may not be returned to the
Participating Company, but losses attributable to such a contribution will
reduce the amount returned.


                                      12.

<PAGE>

     5.08 MISTAKE OF FACT. If, within one year of the making of a contribution
to the Plan, the Committee certifies to the Trustee that the contribution was
made by a Participating Company under a mistake of fact, the Trustee will,
before the expiration of that year, return the contribution to the Participating
Company.

     5.09 LIMITS. As more fully discussed in Appendices to this Plan, Salary
Deferral, Matching and Special Contributions are subject to additional limits.

     5.10 BONUS CONTRIBUTION. Effective for Plan Years beginning on and after
January 1, 2000, a discretionary Bonus Contribution (as defined in subsection
(b) below) may be made to the Account of a Bonus Eligible Employee (as defined
in subsection (b) below) in an amount to be determined in the sole discretion of
the Company. The contribution may be made in a specified number of shares of the
common stock of the Company, a specified number of shares of common stock of the
Company per Bonus Eligible Employee or a flat dollar amount. The Bonus
Contribution will be allocated on a per capita basis to the Profit Sharing
Account established for each Bonus Eligible Employee.

          (a) LIQUIDATION RESTRICTION. To the extent that the Bonus Contribution
     is made in the form of shares of the common stock of the Company, such
     units may not be liquidated and invested in another investment fund under
     the Plan before the earliest to occur of (1), (2), or (3) below:


                    (1) The date that the Participant attains age 55.

                    (2) The date that the Participant ceases to be a common law
               Employee of all Affiliated Companies.

                    (3) Any date after the last day of the Plan Year in which
               the Bonus Contribution is made.

Any units acquired due to a stock dividend or a stock split will be subject to
the liquidation restrictions outlined in this subsection (a). Any units acquired
due to a stock dividend or a stock split will be considered to have been
credited to a Participant's Account as of the date that units representing the
original shares were credited to that Participant's Account. Cash dividends on
WellPoint Common Stock will not be subject to the liquidation restrictions
outlined in this subsection (a).

                  (b)   DEFINITIONS.

                        (1)   A "Bonus Contribution" refers to a qualified
nonelective employer profit sharing contribution made at the sole discretion of
the Company that is 100% vested when made and subject to the distribution
restrictions applicable to Salary Deferral Contributions. Bonus Contributions
may be taken into account to the extent necessary to satisfy the tests described
in the Testing Salary Deferral and Matching Contributions Appendix to this Plan.

                        (2)   A "Bonus Eligible Employee" refers to each
Employee of a Participating Company employed on the effective date of the Bonus
Contribution (including any such Employee on an authorized leave of absence as
of such effective date who returns to employment at the end of the leave), a
Temporary Employee, a non-resident alien who receives


                                       13.
<PAGE>

no earned income from sources within the United States, an Employee who has not
attained age 18 or an Employee whose terms of employment are governed by a
collective bargaining agreement except to the extent such agreement expressly
provides for an allocation of any Bonus Contribution.

                                   ARTICLE VI

                 INVESTMENT FUNDS AND WELLPOINT COMMON STOCK

     6.01 INDIVIDUAL DIRECTION OF INVESTMENTS. At the written direction of an
officer of the Company at the level of Senior Vice President or above, the
Trustee will establish separate funds to which Participants may direct the
investment of their Accounts. Investment in these funds will be subject to such
restrictions and administrative procedures as are imposed by the Committee,
pursuant to its discretionary authority to administer and interpret the Plan,
including, but not limited to, procedures for investment of amounts for which no
investment direction is given by a Participant.

     6.02 WELLPOINT COMMON STOCK FUND. At the discretion of the Committee, the
Plan may acquire and hold WellPoint Common Stock. Participants may elect to
invest amounts held in their Account in units of a WellPoint Common Stock Fund
established by the Trustee pursuant to Section 6.01 of the Plan subject to such
restrictions and administrative procedures as are imposed by the Committee,
pursuant to its discretionary authority to administer and interpret the Plan.

     6.03 PURCHASE PRICE. All purchases and sales of WellPoint Common Stock by a
WellPoint Common Stock Fund will be effected at the prevailing market price.

                6.04 VOTING AND TENDER OFFERS.

          (a) PROXY VOTES. A Participant may direct voting of the shares of
     WellPoint Common Stock underlying the Participant's interest in a WellPoint
     Common Stock Fund. The Trustee will vote such shares in accordance with the
     directions of Participants, as communicated in writing to the Trustee.

               (i) NOTIFICATION. A Participant whose Account is invested in a
          WellPoint Common Stock Fund will be notified by the Trustee (or by
          WellPoint Health Networks Inc., pursuant to its normal communications
          with shareholders) of each occasion for the exercise of voting rights,
          within a reasonable time before those voting rights are to be
          exercised. This notification will include all proxy statements and
          other information distributed by WellPoint Health Networks Inc. to
          shareholders generally, regarding the exercise of voting rights.

               (ii) NO DIRECTION. To the extent that a Participant fails to
          direct the Trustee, in whole or in part, as to the exercise of voting
          rights with respect to any WellPoint Common Stock underlying the
          Participant's interest in a WellPoint Common Stock Fund, those shares
          will be voted by the Trustee proportionately in the same manner as
          shares as to which the Trustee has received voting instructions.



                                      14.
<PAGE>

               (b) RIGHT TO TENDER. Subject to (b)(iii) below, if the Trustee
          receives a tender offer to buy WellPoint Common Stock held by the
          Trustee, a Participant may direct tender of the shares of WellPoint
          Common Stock underlying the Participant's interest in a WellPoint
          Common Stock Fund. The Trustee will tender such shares in accordance
          with the directions of Participants, as communicated in writing to the
          Trustee.

                    (i) NOTIFICATION. All Participants entitled to tender
               WellPoint Common Stock held by a WellPoint Common Stock Fund will
               be so notified by the Trustee (or by WellPoint Health Networks
               Inc.) within a reasonable time before the right to tender is to
               be exercised. This notification will include information received
               by the Trustee as shareholder, or distributed by WellPoint Health
               Networks Inc. to shareholders generally, regarding their right to
               tender.

                    (ii) NO DIRECTION. To the extent that a Participant fails to
               direct the Trustee, in whole or in part, to tender WellPoint
               Common Stock underlying the Participant's interest in a WellPoint
               Common Stock Fund, those shares will not be tendered.

                    (iii) NON-CASH TENDER. The Trustee will not permit
               Participants to direct the tender of WellPoint Common Stock, to
               the extent that the receipt or holding of the property offered in
               exchange for the shares would violate any applicable law,
               including ERISA. The Committee will make investment decisions
               regarding any non-cash property received by a WellPoint Common
               Stock Fund as a result of a tender.

          (c) DEEMED PARTICIPANT. For purposes of this Article VI, the
     Beneficiary of a deceased Participant will be treated as though he or she
     were a Participant.

     6.05 RESTRICTION ON LIQUIDATION OF UNITS IN A WELLPOINT COMMON STOCK FUND.
Effective January 1, 1999, once each Plan Year, a Participant may liquidate any
units in a WellPoint Common Stock Fund that were required to be credited to his
or her Account as a Matching Contribution ("Required Units") during any prior
Plan Year. In addition, a Participant may liquidate any or all Required Units
upon attaining age 55 or ceasing to be a common law employee with any Affiliated
Company. Prior to 1999, a Participant may not direct that Required Units be
liquidated and invested in another investment fund under the Plan until the
earlier of (a), (b), or (c) below:

          (a) TWO YEARS. The date that is 730 days after the date that the units
     to be liquidated were credited to the Participant's Account.

          (b) AGE 55. The date that the Participant attains age 55.

          (c) NO LONGER AN EMPLOYEE. The date that the Participant ceases to be
     a common law Employee of all Affiliated Companies.

Cash dividends on WellPoint Common Stock will not be subject to the liquidation
restrictions outlined in this Section. Units acquired due to a stock dividend or
a stock split will be subject to the liquidation restrictions outlined in this
Section to the extent that the original shares were subject to these
restrictions. For these purposes, units acquired due to a stock dividend or a
stock split will be considered to have been credited to a Participant's Account
as of the date that units representing the original shares were credited to that
Participant's Account.


                                      15.

<PAGE>

     6.06 RESPONSIBILITY. Each Participant is solely responsible for the
investment of his or her Account. No Plan fiduciary and no Employee is
authorized to advise a Participant regarding such investment.

                                   ARTICLE VII

                                    VALUATION

            The value of the Account of a Participant on any date will be deemed
to be the net balance of the Account on the Valuation Date immediately preceding
or coincident with the date as of which such value is to be determined, adjusted
by the Committee, pursuant to its discretionary authority to administer and
interpret the Plan and to determine eligibility for benefits under the Plan.
Adjustments will include increases due to contributions to the Account since the
relevant Valuation Date; decreases due to Plan expenses, distributions, loans,
or withdrawals paid from the Account since the relevant Valuation Date; and
adjustments for income or loss.

                                  ARTICLE VIII

                                     VESTING

            All Plan Accounts are vested and nonforfeitable.

                                   ARTICLE IX

                             IN-SERVICE WITHDRAWALS

            Subject to administrative procedures established by the Committee,
and to the provisions governing merged assets contained in Appendices to this
Plan, the following types of in-service withdrawals are available under the
Plan.

     9.01 AGE 59-1/2. A Participant may withdraw up to his or her entire Plan
Account upon attaining age 59-1/2. Only one such withdrawal will be permitted in
any six-month period.

     9.02 ROLLOVER ACCOUNT WITHDRAWALS. A Participant may withdraw up to the
entire balance from his or her Rollover Account.

          (a) PERMITTED FREQUENCY. Only one such withdrawal will be permitted in
     any six-month period.

          (b) TWO YEAR/FIVE YEAR REQUIREMENT. The Participant may only withdraw
     funds that have been held in the Plan for at least two full years,
     provided, however, if the Participant has been credited with five Years of
     Service for an Affiliated Company, the two year rule is inapplicable. This
     two year/five year requirement will be removed from the Plan and
     Participants will be permitted to make withdrawals from their Rollover
     Accounts without regard



                                      16.
<PAGE>

     to their service or their participation under the Plan, as soon as
     administratively feasible after the Internal Revenue Service issues a
     favorable determination letter with respect to this Plan document, which
     favorable determination letter is dated after June 1, 1997

     9.03 POST-TAX CONTRIBUTIONS. The Plan does not provide for post-tax
contributions. Certain Participants whose benefits were transferred to this Plan
may, however, have a Post-Tax Contributions Account under this Plan. Such a
Participant may withdraw up to the entire balance from his or her Post-Tax
Contributions Account at any time. Unless otherwise requested by the
Participant, pre-1987 contributions (without earnings) will be distributed from
this account before post-1986 contributions (with earnings).

     9.04 HARDSHIP WITHDRAWALS. If a Participant has an immediate and heavy
financial need (as defined below), and has no other resources reasonably
available to meet this need (as defined below), the Participant may request a
hardship withdrawal from his or her Salary Deferral Contributions Account, and
Rollover Account. The amount available from the Participant's Salary Deferral
Contributions Account does not include earnings after December 31, 1988.

          (a) IMMEDIATE AND HEAVY FINANCIAL NEED. A Participant's request for a
     hardship withdrawal may not exceed the amount immediately required
     (including the amount necessary to pay any federal, state or local income
     taxes or penalties reasonably anticipated to result from the withdrawal) by
     the Participant to (i) purchase the Participant's primary residence
     (excluding mortgage payments), (ii) pay expenses incurred within 12 months
     of the hardship withdrawal request by the Participant, the Participant's
     dependents or the Participant's spouse, or necessary for those persons to
     obtain medical care within the meaning of Code Section 213(d), (iii)
     prevent eviction from, or foreclosure of a mortgage on, the Participant's
     primary residence, or (iv) pay for post-high school tuition and related
     educational fees for the next 12 months for the Participant, the
     Participant's spouse, or the Participant's dependents.

          (b) NO OTHER RESOURCES REASONABLY AVAILABLE. A Participant who makes a
     hardship withdrawal request must represent that his or her immediate and
     heavy financial need cannot be relieved (i) through reimbursement or
     compensation by insurance or otherwise, (ii) by reasonable liquidation of
     the Participant's assets, to the extent the liquidation would not itself
     cause an immediate and heavy financial need, (iii) by cessation of Salary
     Deferral Contributions to this Plan and any other elective or after-tax
     contributions to any other plan maintained by an Affiliated Company, (iv)
     by other distributions or nontaxable (at the time of the loan) loans from
     plans maintained by any employer, (v) by requesting a withdrawal from his
     or her Rollover Account or Post-Tax Contributions in this Plan, or (vi) by
     borrowing from commercial sources on reasonable commercial terms. For
     purpose of this Section, the Participant's assets are deemed to include
     those assets of the Participant's spouse and minor children that are
     reasonably available to the Participant.

          (c) SUSPENSION. Effective July 1, 2001, any withdrawal from a
     Participant's Salary Deferral Contributions Account will result in a
     suspension of the Participant's right to direct Salary Deferral
     Contributions under the Plan and to make pre-tax and post-tax elective
     contributions under all other qualified and nonqualified plans maintained
     by an Affiliated Company ("Other Elective Contributions"). The suspension
     will continue for a period of 12 months following the effective date of the
     withdrawal and expire on the first day of the first payroll period
     beginning 365 days after the effective date of the withdrawal. The
     aggregate amount of a Participant's Salary Deferral Contributions to this
     Plan and the Participant's Other


                                      17.

<PAGE>

     Elective Contributions in the Plan Year immediately following the Plan Year
     in which the hardship withdrawal is made will not exceed the Code Section
     402(g) limit described in Section 5.01 reduced by the amount of his or her
     Salary Deferral Contributions made to this Plan and Other Elective
     Contributions made in the Plan Year in which the hardship withdrawal is
     made.

     9.05 FORM. Except as provided in one or more Appendices to this Plan,
withdrawals from the Plan will be made in the form of a single sum cash payment.

                                   ARTICLE X

                                      LOANS

     10.01 AUTHORIZATION. The Committee may direct the Trustee to make a loan to
a Participant who is employed by a Participating Company and, to the extent
required under ERISA or the Code (but only to that extent), to other
Participants and to Beneficiaries (collectively referred to as "Borrowers") of
the Plan. Loans will be made from a Participant's Account and will be limited to
the amount specified below. No loan will be approved unless the Participant's
spouse (if any) consents to the loan, in writing, no more than 90 days from the
loan date except as described in subsections (a) and (b) below.

          (a) NEW GENERAL RULE. Notwithstanding the foregoing, no spousal
     consent will be required for loans made on or after January 1, 1998 unless
     the Participant has assets in his or her Account that were transferred from
     the Cost Care Inc. Savings Plan or from the UniCARE Financial Corp. Profit
     Sharing Plan.

          (b) UNICARE AND COST CARE. As soon as administratively feasible after
     the Internal Revenue Service issues a favorable determination letter with
     respect to this Plan document, which favorable determination letter is
     dated after October 1, 1997, no spousal consent will be required for loans
     taken out by Participants with assets in their Account that were
     transferred from the Cost Care Inc. Savings Plan or from the UniCARE
     Financial Corp. Profit Sharing Plan.

     10.02 AMOUNT. The amount of any loan will not be less than $1,000.
Immediately after the origination of the loan, the loan may not exceed 50% of
the Borrower's vested benefits under this Plan. Furthermore, the amount of any
loan, when added to the outstanding balance of all other loans to the Borrower
from this Plan and the plans of Affiliated Companies, may not exceed the lesser
of (a) one half of the Borrower's vested benefits under this Plan and the plans
of Affiliated Companies, valued as of each plan's most recent valuation date;
and (b) $50,000 reduced by the excess, if any, of (i) the Borrower's highest
outstanding loan balance under this Plan and the plans of Affiliated Companies
during the 12-month period ending on the day before the loan is made; over (ii)
the Borrower's outstanding loan balance under this Plan and the plans of
Affiliated Companies on the date the loan is made.

     10.03 MAXIMUM NUMBER. No more than three loans may be outstanding with
respect to a Participant's Account at any one time.

     10.04 APPLICATION AND NOTE. Each loan will be evidenced by the Borrower's
note, payable to the Trustee, for the loan plus interest.



                                      18.
<PAGE>

     10.05 INDIVIDUAL ACCOUNT. All loans will be investments of the Borrower's
Account. Costs charged by the Trustee to establish, process or collect the loan
will be charged to the Borrower's Account.

     10.06 INTEREST. Interest will be charged on Plan loans at a formula rate
based on factors considered by commercial entities that make similar loans. At
the discretion of the Committee, the interest rate will be redetermined as new
loans are made.

     10.07 REPAYMENT. The term of any loan will not exceed 5 years; provided,
however, that the term of a loan to purchase a principal residence for the
Borrower may not exceed 30 years. Substantially level amortization of the loan,
with payments not less frequently than quarterly, will be required over the term
of the loan. The Trustee and the Committee may require that the loan be repaid
by payroll deduction. Periodic cash payments may be made when payroll deduction
is not possible.

     10.08 DEFAULT. If a Borrower fails to repay a loan within the time
prescribed by the Committee, the Trustee will levy on the Borrower's Loan
Account at such time as the Borrower is eligible for a distribution or a
withdrawal under the Plan. In addition, in the event of a failure to repay, the
Trustee may exercise every creditor's right at law or equity available to the
Trustee.

     10.09 GUIDELINES. The Committee or its delegate will approve written
guidelines for administration of the Plan's loan program. Loans transferred to
this Plan from another plan will remain subject to the terms and conditions of
the other plan's loan provisions and will count against the Plan's three-loan
limit.

                                   ARTICLE XI

                            DISTRIBUTION OF BENEFITS

            Subject to administrative procedures established by the Committee
and to the provisions governing merged assets contained in Appendices to this
Plan, the following provisions govern distributions available under the Plan.

     11.01 DATE BENEFITS BECOME DISTRIBUTABLE. Plan benefits will become
distributable when (a) the Participant separates from service, including but not
limited to a separation due to death, disability or retirement, (b) subject to
Code Section 401(k)(10), if substantially all the assets of a trade or business
are sold to an unrelated corporation, the Participant continues employment with
the unrelated corporation and the Participating Company continues to maintain
this Plan, or (c) subject to Code Section 401(k)(10), if a Participating
Company's interest in a subsidiary is sold to an unrelated entity and the
Participant continues employment with the subsidiary and the Participating
Company continues to maintain this Plan.

     11.02 DATE BENEFITS WILL BE DISTRIBUTED. Once Plan benefits become
distributable, they will be distributed as soon as administratively practicable
after the Participant has elected to receive a distribution, and in the case of
a Beneficiary, as soon as administratively practicable after the Participant's
death. Illiquid assets (if any) will be distributed as soon as administratively
practicable after they become liquid.



                                      19.
<PAGE>

     11.03 NO ELECTION. If a Participant, or a Beneficiary, as the case may be,
does not properly elect a distribution, benefits will be distributed pursuant to
the Distribution Provisions Appendix of this Plan. In general, those provisions
provide that a Participant must receive his or her benefits under this Plan by
the applicable required beginning date consistent with Code Section 401(a)(9)
and related proposed regulations.

     11.04 RETROACTIVE PAYMENT. If the amount of a distribution cannot be
determined by the date payment is required, or it is not possible to make
payment because the Committee cannot locate the Participant or Beneficiary after
making reasonable efforts to do so, a payment retroactive to the date payment is
required may be made no later than 60 days after the earliest date on which the
amount of the payment can be determined under the Plan, or the date on which the
recipient is located.

     11.05 INABILITY TO LOCATE RECIPIENT. If a Plan benefit remains unpaid for 2
years from the date it becomes payable because the Committee, exercising due
diligence, cannot locate the recipient, the benefit will be forfeited and used
for other Plan purposes, including reduction of Participating Companies'
Matching Contributions. On presentation of an authenticated claim by the
recipient or the recipient's representative, amounts forfeited will be restored,
without earnings, from forfeitures for the Plan Year in question or from a
contribution made by the appropriate Participating Company(s), as determined by
the Committee.

     11.06 DISTRIBUTION TO MINOR OR INCOMPETENT. The Committee may direct that
distributions to be paid to a minor or an incompetent person be paid to the
legal guardian, or if none, to a parent of such person, or to a responsible
adult with whom the person maintains residence, or to the custodian for the
person under a Uniform Transfers to Minors Act or Gift to Minors Act, if
permitted by the laws of the state in which the person resides.

     11.07 SMALL ACCOUNT. Notwithstanding any provision of this Plan, if the
vested portion of a Participant's Account on the date the Participant ceases to
be an Employee is, and at the time of any earlier distribution or withdrawal
was, $5,000 ($3,500 prior to January 1, 1998) or less, the Participant's Account
will be distributed to the Participant, or Beneficiary, as the case may be, as
soon as practicable, without the consent of the Participant or the Participant's
spouse. For distributions made prior to January 1, 2001, if the vested portion
of the Participant's Account on the date the Participant ceased to be an
Employee, or at the time of any earlier distribution or withdrawal, exceeded
$5,000 ($3,500 prior to January 1, 1998), no distribution will be made without
the consent of the Participant or the Participant's spouse, as applicable.

     11.08 FORM OF DISTRIBUTION. Except as provided in one or more Appendices to
this Plan, amounts held in a Participant's Account will be paid in cash as a
total distribution, unless the Participant (or Beneficiary) elects otherwise
pursuant to Section 11.09. Except as provided in one or more Appendices to this
Plan, distributions will be made in a single sum payment, in accordance with the
above provisions, which satisfy the Regulations under Code Section 401(a)(9). In
any event, distributions will be made in accordance with the Regulations,
including the minimum distribution and minimum distribution incidental benefit
requirement of Code Section 401(a)(9)(G).

     11.09 DISTRIBUTIONS FROM THE WELLPOINT COMMON STOCK FUND. When requesting a
distribution under this Article, a Participant (or Beneficiary) may elect to
receive the portion of his or her Account that is invested in a WellPoint Common
Stock Fund in whole shares of


                                      20.
<PAGE>

WellPoint Common Stock. Any balance representing fractional shares will be
distributed in cash.

     11.10 DIRECT ROLLOVER. Notwithstanding any provision of this Plan to the
contrary that would otherwise limit a Distributee's election under this Plan, a
Distributee may elect, at the time and in the manner prescribed by the
Committee, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a Direct
Rollover. For these purposes, the following definitions apply:

          (a) ELIGIBLE ROLLOVER DISTRIBUTION. An Eligible Rollover Distribution
     is any distribution of all or any portion of the balance to the credit of
     the Distributee, except that an Eligible Rollover Distribution does not
     include: any distribution that is one of a series of substantially equal
     periodic payments (not less frequently than annually) made for the life (or
     life expectancy) of the Distributee or the joint lives (or joint life
     expectancies) of the Distributee and the Distributee's designated
     Beneficiary, or for a specified period of 10 years or more; any
     distribution to the extent that distribution is required under Section
     401(a)(9) of the Code; effective January 1, 1999, any hardship distribution
     described in Code Section 401(k)(2)(B)(i)(IV); and the portion of any
     distribution that is not includible in gross income (determined without
     regard to the exclusion for net unrealized appreciation with respect to
     employer securities).

          (b) ELIGIBLE RETIREMENT PLAN. An Eligible Retirement Plan is an
     individual retirement account described in Code Section 408(a), an
     individual retirement annuity described in Code Section 408(b), an annuity
     plan described in Code Section 403(a), or a qualified trust described in
     Code Section 401(a), that accepts the Distributee's Eligible Rollover
     Distribution. However, in the case of an Eligible Rollover Distribution to
     the surviving spouse, an Eligible Retirement Plan is an individual
     retirement account or individual retirement annuity.

          (c) DISTRIBUTEE. A Distributee includes an Employee or former
     Employee. In addition, the Employee's or former Employee's surviving spouse
     and the Employee's or former Employee's spouse or former spouse who is the
     alternate payee under a Qualified Domestic Relations Order, as defined in
     Code Section 414(p), are Distributees with regard to the interest of the
     spouse or former spouse.

          (d) DIRECT ROLLOVER. A Direct Rollover is a payment by the Plan to the
     Eligible Retirement Plan specified by the Distributee. The Committee or its
     delegate may authorize a direct rollover of a Participant note for a Plan
     loan to a qualified trust described in Code Section 401(a) or an annuity
     plan described in Code Section 403(a).

     11.11 GENERAL WAIVER OF 30-DAY REQUIREMENT. Notwithstanding anything to the
contrary in this Plan, if a distribution is one to which Sections 401(a)(11) and
417 of the Code do not apply, that distribution may begin less than 30 days
after the notices required under Regulation 1.411(a)-11(c) and Code Section
402(f) are given, provided that (1) the Committee clearly informs the recipient
that the recipient has a right to a period of at least 30 days after receiving
the notices to consider the decision of whether or not to elect a distribution
(and, if applicable, a particular distribution option), and (2) the recipient,
after receiving the notices, affirmatively elects a distribution.

     11.12 SPECIAL WAIVER OF 30-DAY REQUIREMENT. Notwithstanding anything to the
contrary in this Plan, if a distribution is one to which Sections 401(a)(11) and
417 of the Code apply (including a distribution of assets subject to special
provisions outlined in Appendices to



                                      21.
<PAGE>

this Plan), that distribution may begin less than 30 days after the notices
required under Regulation 1.411(a)-11(c) and Code Section 402(f) (collectively
referred to as "Notices") are given provided that:

     (1) AFFIRMATIVE ELECTION. After having received the Notices, the recipient
affirmatively elects a form of distribution and the Participant's spouse
consents to that form of distribution (if necessary). (2) ELECTION. The
recipient was informed that he or she had a right to at least 30 days to
consider whether to waive the normal form of benefit and to consent to an
optional form of benefit.

     (2) ELECTION. The recipient was informed that he or she had a right to
at least 30 days to consider whether to waive the normal form of benefit and
to consent to an optional form of benefit.

     (3) REVOCATION. The recipient was informed that he or she could revoke an
affirmative distribution election at any time before the annuity starting date,
or, if later, the end of the 7-day period that begins the day after the Notices
were provided to the recipient.

     (4) TIMING. The Annuity Starting Date (as defined in the applicable
Appendices) is after the date that the Notices were provided to the recipient.
The Annuity Starting Date may, however, be before the expiration of the 7-day
period referred to in the next paragraph and before the date of the recipient's
affirmative distribution election.

     (5) 7-DAY PERIOD. Distribution in accordance with a recipient's affirmative
election may not begin before the end of the 7-day period that begins the day
after the Notices are provided to the recipient.

                                  ARTICLE XII

                            BENEFICIARY DESIGNATIONS

     12.01 ALL PARTICIPANTS. Subject to the special distribution provisions
contained in Appendices to this Plan, a Participant may designate one or more
primary Beneficiaries and one or more secondary Beneficiaries to receive any
benefit payable from the Participant's Account on the Participant's death. A
Participant's Beneficiary designation will be made on a form prepared by, and
delivered to, the Committee before the Participant's death. The Participant may
revoke or change this designation at any time before his or her death by
delivering a subsequent form to the Committee.

     12.02 MARRIED PARTICIPANTS. If the Participant is married, and if the
Participant names a Beneficiary other than his or her surviving spouse as a
primary Beneficiary, the Participant's surviving spouse must waive his or her
right to the Participant's Account in a document, delivered to the Committee,
that acknowledges the effect of the waiver, that is witnessed by a notary
public, and that satisfies such other requirements as the Committee may impose.
In the waiver, the Participant's surviving spouse must consent to the specific
non-spouse Beneficiary(s) named by the Participant. The waiver will be effective
only with respect to that spouse. If the Participant is legally separated or
abandoned and the Participant has a court order to that effect (and there is no
qualified domestic relations order that provides otherwise), or the surviving
spouse cannot be located, then a waiver need not be filed with the Committee
when a married Participant names a Beneficiary other than his or her spouse.
Spousal consent will be


                                      22.
<PAGE>

irrevocable unless the Participant changes his or her Beneficiary or form of
distribution designation; upon such event, spousal consent will be deemed to be
revoked.

     12.03 INEFFECTIVE DESIGNATION. If a Participant does not have an effective
Beneficiary designation on file when he or she dies, the Participant's Account
will be distributed to the Participant's spouse if then living or, if the spouse
is not then living, to the Participant's children (in equal shares), or if no
such children are then living, according to the laws of intestate succession in
effect in the State of California on the date of the Participant's death.

                                  ARTICLE XIII

                                CLAIMS PROCEDURE

            If a Participant or Beneficiary ("Claimant") believes that he or she
is entitled to a greater benefit under the Plan, the Claimant may submit a
signed, written application to the Committee within 90 days of having been
denied such a greater benefit. The Claimant will generally be notified of the
approval or denial of this application within 90 days of the date that the
Committee receives the application. If the claim is denied, the notification
will state specific reasons for the denial and the Claimant will have 60 days to
file a signed, written request for a review of the denial with the Committee.
This request will include the reasons for requesting a review, facts supporting
the request and any other relevant comments. The Committee, operating pursuant
to its discretionary authority to administer and interpret the Plan and to
determine eligibility for benefits under the terms of the Plan, will generally
make a final, written determination of the Claimant's eligibility for benefits
within 60 days of receipt of the request for review.

                                  ARTICLE XIV

              ALIENATION AND QUALIFIED DOMESTIC RELATIONS ORDERS

     14.01 PROHIBITION. Plan benefits may not be assigned or alienated and will
not be subject to the claims of creditors. The Plan will, however, honor
properly executed federal tax levies, executions on federal tax judgments,
Qualified Domestic Relations Orders within the meaning of Code Section 414(p), a
direction to pay third parties pursuant to Regulation 1.401(a)-13(e), certain
judgments and settlements within the meaning of Code Section 401(a)(13)(C) and
(D), which are issued after August 5, 1997; and the provisions of this Plan
regarding loans and distributions to minors and incompetent persons.

     14.02 QUALIFIED DOMESTIC RELATIONS ORDER. A distribution to an alternate
payee authorized by a Qualified Domestic Relations Order may be made even if the
affected Participant would not be eligible to receive a similar distribution
from the Plan at that time.


                                      23.
<PAGE>

                                   ARTICLE XV

                                 ADMINISTRATION

     15.01 COMMITTEE. The Directors of the Company may appoint a Committee to
administer the Plan. The Committee will hold office at the pleasure of the
Directors and will be a named fiduciary of the Plan. To the extent that the
Company does not appoint a Committee, the Company will administer the Plan and
will be a named fiduciary of the Plan. To the extent that the Company has not
appointed a Committee, the term Committee, as used in this Article, shall be
deemed to refer to the Company.

     15.02 POWER. The Committee has full discretionary authority to administer
and interpret the Plan, including discretionary authority to determine
eligibility for participation and benefits under the Plan, to appoint one or
more investment managers, to construe ambiguous terms under the Plan, to correct
errors, and to exercise the powers listed in this document. The Committee may
delegate its discretionary authority and such duties and responsibilities as it
deems appropriate to facilitate the day-to-day administration of the Plan.
Determinations by the Committee or the Committee's delegate will be final and
conclusive upon all persons.

     15.03 INDEMNIFICATION. The Participating Companies will indemnify and hold
harmless the Directors, the members of the Committee, and any Employees who may
be deemed fiduciaries of the Plan within the meaning of ERISA, from and against
any and all liabilities, claims, costs and expenses, including attorneys' fees,
arising out of an alleged breach in the performance of their fiduciary duties
under the Plan and under ERISA, other than such liabilities, claims, costs and
expenses as may result from the gross negligence or willful misconduct of such
persons. The Participating Companies shall have the right, but not the
obligation, to conduct the defense of such persons in any proceeding to which
this Section applies.

     15.04 EXPENSES. All proper expenses incurred in administering the Plan will
be paid by the Participating Companies if not paid from the trust created to
fund the Plan. If expenses are initially paid by a Participating Company, the
Participating Company may be reimbursed from the trust created to fund the Plan.
Committee members will receive no compensation for their services in
administering the Plan.

                                  ARTICLE XVI

                                   AMENDMENTS

     16.01 DIRECTORS. The Directors or a committee appointed by the Directors,
by written action, may amend the Plan (prospectively or retroactively).

     16.02 OFFICERS. Any officer of the Company at the level of Senior Vice
President or above may amend this Plan to comply with regulatory requirements,
to address administrative concerns, and in any other manner that does not alter
the primary character of the Plan or its eligibility, provided in each case that
the amendment does not have a substantial adverse financial impact on any
Participating Company.

     16.03 EFFECT. Upon adoption, an amendment will become effective in
accordance with its terms. Except as provided elsewhere in this Plan, no
amendment will (a)


                                      24.
<PAGE>

cause Plan assets to revert to a Participating Company or to be used for
purposes other than the exclusive benefit of Participants and Beneficiaries and
payment of reasonable expenses, (b) deprive any Participant of a benefit already
accrued, or (c) change the duties or liabilities of a Trustee without written
consent of the Trustee.

                                  ARTICLE XVII

                        TERMINATION, MERGER AND TRANSFER

     17.01 PARTICIPATING COMPANIES. A Participating Company may, in its sole
discretion, by written action of its board of directors or by a committee
appointed by its board of directors, discontinue contributions to or terminate
the Plan, in whole or in part, at any time with respect to its own Employees
without any liability whatsoever.

     17.02 COMPANY. The Directors reserve the right to terminate the Plan, at
any time, in their sole and absolute discretion by written action or by a
written action of a committee appointed by the Directors. If the Plan is
terminated with respect to all Participating Companies, the Trustees will pay to
each Participant affected by the termination, or that Participant's Beneficiary,
within a reasonable time, the net value of the Participant's Account in
accordance with the written directions of the Committee; provided that, if
termination of the Plan does not constitute a distribution event within the
meaning of Code Section 401(k), the Participants' Salary Deferral Contributions
Accounts shall continue to be held in trust for subsequent distribution in
accordance with the requirements of Code Section 401(k).

     17.03 DETERMINATION OF PARTIAL TERMINATION. A partial termination of the
Plan will not be deemed to occur solely by reason of the sale or transfer of all
or substantially all of the assets of a Participating Company, but will be
deemed to occur only if there is a determination, either made or agreed to by
the Committee, or made by the Internal Revenue Service and upheld by a decision
of a court of last resort, that a particular event or transaction constitutes a
partial termination within the meaning of Code Section 411(d)(3)(A).

     17.04 MERGERS AND TRANSFERS. This Plan (including any outstanding loans)
may be merged or consolidated with another tax-qualified retirement Plan and
assets and liabilities (including any outstanding loans) may be transferred from
this Plan to any other retirement plan qualified under Section 401 of the Code
if each Participant is entitled to receive from this Plan, or from the surviving
or transferee plan, immediately after the merger, consolidation or transfer, a
benefit equal to or greater than the benefit the Participant would have been
entitled to receive under this Plan if this Plan had been terminated immediately
before the merger, consolidation or transfer.

                                 ARTICLE XVIII

                                  MISCELLANEOUS

     18.01 LIMITATION OF RIGHTS. Participation in this Plan will not give to any
Employee the right to be retained in the employ of an Affiliated Company, nor
any right or interest in this Plan other than as provided in this Plan document.


                                      25.
<PAGE>


     18.02 SATISFACTION OF CLAIMS. Any payment to a Participant, the
Participant's legal representative or Beneficiary, in accordance with the terms
of this Plan and the appropriate Trust Agreement, will, to the extent thereof,
be in full satisfaction of all claims such person may have against each Trustee,
the Committee and all Participating Companies, any of whom may require the
recipient, as a condition precedent to such payment, to execute a receipt and
release therefor in such form as shall be determined by the Trustee, the
Committee or a Participating Company, as the case may be.

     18.03 CONSTRUCTION. Although contributions made by the Participating
Companies are not limited to profits, the Plan is intended to be a profit
sharing plan. The Plan is to be construed and administered in accordance with
ERISA and other pertinent federal laws and in accordance with the laws of the
State of California to the extent not preempted by ERISA; provided, however,
that if any provision is susceptible of more than one interpretation, such
interpretation shall be given thereto as is consistent with the intent that this
Plan and its related trusts be exempt from federal income tax under Code
Sections 401(a) and 501(a), respectively. The headings and subheadings of this
instrument are inserted for convenience of reference only and are not to be
considered in the construction of this Plan.

     18.04 SEVERABILITY. If a provision of this Plan is held by a court of
competent jurisdiction to be invalid or unenforceable, the remaining provisions
of the Plan will remain fully effective.

     18.05 SOURCE OF BENEFITS. All benefits payable under the Plan shall be paid
and provided for solely from the Plan's related trust, and the Participating
Companies assume no liability or responsibility therefor.

               IN WITNESS WHEREOF, the Company has caused this Plan to be
executed this 1st day of March, 2001.

                                       WELLPOINT HEALTH NETWORKS INC.



                                       By: /s/ J. THOMAS VAN BERKEN
                                           -----------------------------------
                                           J. Thomas Van Berken








                                      26.

<PAGE>



                      APPENDIX I: TESTING SALARY DEFERRAL
                           AND MATCHING CONTRIBUTIONS

     SECTION 1.01 INDIVIDUAL LIMIT ON ELECTIVE DEFERRALS.
     --------------------------------------------------------

     (a) ELECTIVE DEFERRALS. "Elective Deferrals" means contributions on behalf
of a Participant under a qualified cash or deferred arrangement described in
Code Section 402(e)(3), under a simplified employee pension plan described in
Code Section 408(k)(6), and under a salary reduction agreement to purchase an
annuity contract described in Code Section 403(b).

     (b) DISTRIBUTION. If the Committee determines that an individual's Elective
Deferrals under this Plan exceed the amount permitted by Code Sections
401(a)(30) or 402(g), the excess amount, together with income earned on the
excess amount during the calendar year will be distributed to the Participant no
later than April 15 following the end of the taxable year in which the excess
contribution was made. Income will be determined in accordance with any
reasonable method used for allocating income to Participants' Accounts during
the Plan Year. Income for the period between the end of the taxable year in
which the excess amount was contributed and the date of distribution will not be
distributed.

     SECTION 1.02 LIMIT ON SALARY DEFERRAL CONTRIBUTIONS.
     --------------------------------------------------------

     (a) DEFINITIONS. -----------------

          (1) DEFERRAL PERCENTAGE means, for a group of Eligible Employees, the
     average of the ratios (calculated separately for each individual) of (i) to
     (ii) where (i) is the amount of the Salary Deferral Contributions allocated
     for the Plan Year to the individual's Account, and (ii) is the Remuneration
     of the individual for the Plan Year computed only for the portion of the
     Plan Year during which the individual was eligible to make Elective
     Deferrals under this Plan and, at the option of the Committee or its
     delegate, elective deferrals under any other plan that was merged into this
     Plan. The Deferral Percentage for an Eligible Employee who does not elect
     to make Salary Deferral Contributions is zero.

          (2) 401(A)(17) LIMIT. With respect to this Appendix, the Remuneration
     of any Participant taken into account in any Plan Year will not exceed the
     401(a)(17) Limit in effect for the Plan Year.

     (b) DEFERRAL PERCENTAGE TEST. Salary Deferral Contributions must satisfy
one of the following tests:

          (1) 125%. The Deferral Percentage for Highly Compensated Employees
     must not be more than 125% of the Deferral Percentage for Non-Highly
     Compensated Employees for the prior Plan Year.

          (2) 200%. The Deferral Percentage for Highly Compensated Employees
     must not be more than 2 percentage points greater than the Deferral
     Percentage for Non-Highly Compensated Employees for the prior Plan Year,
     and the Deferral Percentage for Highly Compensated Employees must not be
     more than 200% of the Deferral Percentage for Non-Highly Compensated
     Employees for the prior Plan Year.



                                      27.

<PAGE>

          (3) SAFE HARBOR. Effective for Plan Years beginning after December 31,
     1998, this test can be satisfied by satisfying a design-based safe harbor.

(c)   DEFERRAL PERCENTAGE TEST OPERATIONAL RULES.

          (1) AGGREGATED PLANS. If two or more plans that include cash or
     deferred arrangements are considered a single plan for purposes of Code
     Section 401(a)(4) or Code Section 410(b) (other than for purposes of the
     average benefits test of Code Section 410(b)), the cash or deferred
     arrangements included in those plans will be treated as a single
     arrangement.

          (2) HIGHLY COMPENSATED. If an eligible Highly Compensated Employee is
     a participant under two or more cash or deferred arrangements of an
     Affiliated Employer, for purposes of determining that Employee's Deferral
     Percentage, all such cash or deferred arrangements will be treated as a
     single cash or deferred arrangement.

          (3) DISREGARDED EMPLOYEES. Any Employee who is not, at any time during
     the Plan Year, eligible to authorize a Salary Deferral Contribution will be
     disregarded.

          (4) ELECTION. The Committee or its delegate is authorized to elect to
     use the current Plan Year rather than the preceding Plan Year in performing
     the Deferral Percentage test consistent with the requirements of IRS Notice
     98-1, as that may be amended by subsequent guidance.

(d)   SATISFACTION OF DEFERRAL PERCENTAGE TEST.

          (1) REDUCTION OF CONTRIBUTIONS. If, at any time, the Committee
     determines that the Deferral Percentage test is not likely to be satisfied,
     the Committee may reduce the maximum percentage of Compensation that a
     Highly Compensated Employee may elect as a Salary Deferral Contribution for
     the Plan Year.

          (2) RECALCULATION. If, after the end of the Plan Year, the Plan does
     not satisfy the Deferral Percentage test, the Excess Deferral
     Contributions, and any income or loss attributable to such amount, will be
     distributed to the Highly Compensated Employees, starting with the Highly
     Compensated Employee with the greatest dollar amount of Salary Deferral
     Contributions and continuing in descending order.

          (3) EXCESS DEFERRAL CONTRIBUTIONS. The amount of Excess Deferral
     Contributions to be distributed to Highly Compensated Employees as
     described in paragraph (2) above is equal to the excess of (i) over (ii)
     where (i) is the amount of Salary Deferral Contributions made on behalf of
     all Highly Compensated Employees for the Plan Year in which the excess
     arose and (ii) is the maximum amount of Salary Deferral Contributions that
     could be made on behalf of Highly Compensated Employees for the Plan Year,
     determined by hypothetically reducing each Highly Compensated Employee's
     Salary Deferral Contributions to the extent necessary to satisfy the
     Deferral Percentage test, starting with the Highly Compensated Employee
     with the highest individual deferral rate. The determination will be made
     after returning any excess Elective Deferrals as described in Section 1.01.

          (4) ADJUSTMENTS. Distributions of Excess Deferral Contributions and
     Excess Contribution Amounts will be adjusted for income and loss using any



                                       28.

<PAGE>


     reasonable method for allocating income to Participants' Accounts during
     the Plan Year. Income for the period between the end of the Plan Year and
     the date of distribution will not be included. Federal, state or local
     income tax withholding obligations attributable to a distribution may be
     satisfied out of the distribution, if not satisfied out of other
     compensation. Unmatched Salary Deferral Contributions will be distributed
     before matched Salary Deferral Contributions. If matched Salary Deferral
     Contributions must also be distributed, they will be accompanied by the
     forfeiture of a proportionate share of Matching Contributions.

          (5) TIMING. Excess Deferral Contributions for a Plan Year will be
     distributed no later than the last day of the Plan Year immediately
     following the Plan Year for which the contributions were made.

     SECTION 1.03 LIMIT ON MATCHING CONTRIBUTIONS. Matching Contributions are
tested and distributed similarly to Salary Deferral Contributions under Section
1.02 above except (i) the contribution percentage test described in Code Section
401(m)(2) is substituted for the Deferral Percentage test and (ii) Excess
Contribution Amounts are substituted for Excess Deferral Amounts. Excess
Contribution Amounts are equal to the excess of (i) over (ii) where (i) is the
amount of Matching Contributions made on behalf of all Highly Compensated
Employees for the Plan Year in which the excess arose and (ii) is the maximum
amount of such contributions that could be made on behalf of Highly Compensated
Employees for the Plan Year, determined by hypothetically reducing each Highly
Compensated Employee's Matching Contributions to the extent necessary to satisfy
the contribution percentage test, starting with the Highly Compensated Employee
with the highest individual contribution rate. The determination is made after
returning any excess Elective Deferrals as described in Section 1.01 and any
Excess Deferral Contributions as described in Section 1.02.

     SECTION 1.04 RECORDS. The Committee will maintain records sufficient to
demonstrate the Plan's compliance with Code Sections 401(k)(3) and 401(m).

     SECTION 1.05 ORDERING. If, pursuant to these limits, excess contributions
are required to be distributed, unmatched Salary Deferral Contributions will be
distributed before matched Salary Deferral Contributions. If matched Salary
Deferral Contributions must also be distributed in order to satisfy these
limits, the matched Salary Deferral Contributions will be accompanied by the
distribution of a proportionate share of Matching Contributions.

     SECTION 1.06 AFFILIATED COMPANIES. All of this Appendix except Section 1.01
will be administered separately with regard to Affiliated Companies (if any)
that are unrelated within the meaning of Code Section 414.



                                      29.

<PAGE>




                   APPENDIX II: LIMITATIONS ON ALLOCATIONS

     Section 1.01 Basic Limitation. The total Annual Addition to Participants
under this Plan and under any other defined contribution plan maintained by an
Affiliated Company may not, for any Limitation Year, exceed the lesser of (i)
the dollar limit which is $30,000, or if greater 25% of the dollar limitation in
effect under Code Section 415(b)(1)(A), or (ii) 25% of the Participant's
Remuneration for that Limitation Year, as adjusted for cost of living under
Section 415(d) of the Code.

     (a) EMPLOYER CONTRIBUTIONS. An amount shall be an Annual Addition under a
defined contribution plan for a Limitation Year if, with respect to employer
contributions (including salary deferral contributions), such contributions are
made during the Limitation Year or no later than 30 days following the end of
the taxable year (including extensions) with or within which the Limitation Year
ends.

     (b) PARTICIPANT CONTRIBUTIONS. An amount shall be an Annual Addition under
a defined contribution plan for a Limitation Year if, with respect to the
Participant's own contributions, the contributions are made during the
Limitation Year or no later than 30 days following the end of such Limitation
Year.

     SECTION 1.02 ANNUAL ADDITION. "Annual Addition" means, for any Limitation
Year, the aggregate amount (excluding Rollover Contributions and Trust-to-Trust
Transfers) credited to a Participant's account under this Plan and to a
Participant's accounts under each other defined contribution plan of an
Affiliated Company with respect to such Limitation Year from employer
contributions and forfeitures allocated to a Participant's account (excluding
any amount reinstated to an account pursuant to Code Sections 411(a)(7)(C)
(cash-outs) or 411(a)(3)(D) (mandatory contributions), a Participant's own
contributions made on behalf of the Participant, and contributions to an
individual medical account (as defined in Code Section 415(1)) for a Participant
as part of a defined benefit plan. For purposes of the application of the dollar
limit of clause (i) of Section 1.01 of this Appendix to a Participant who is a
Key Employee, as defined in Code Section 416(i), with respect to a Limitation
Year, any amount paid or accrued to that Participant's account under a welfare
benefit fund pursuant to Code Section 419A(d) is an Annual Addition.

The provisions in subsections (a) through (d) below apply only in Plan Years
beginning before January 1, 2000:

     (a) COMBINED LIMIT. If a Participant also participates in a qualified
defined benefit plan maintained by an Affiliated Company, the sum of (i) the
Defined Benefit Fraction and (ii) the Defined Contribution Fraction (as defined
below) shall not exceed 1.0 for any Limitation Year.

     (b) DEFINED BENEFIT FRACTION means that fraction, the numerator of which is
the Participant's projected annual benefit, determined as of the close of the
Limitation Year, under all defined benefit plans of all Affiliated Companies and
the denominator of which is the LESSER of (i) the product of 1.25 and the dollar
limits in effect under Code Section 415(b)(1)(A) for the Limitation Year or (ii)
the product of 1.4 and the Participant's average annual Remuneration for the 3
consecutive Limitation Years for which such average is the highest. A
Participant's "projected annual benefit" is the annual benefit to which the
Participant


                                      30.

<PAGE>

would be entitled under all defined benefit plans of all Affiliated Companies if
the Participant were to remain an Employee until normal retirement age under
each such plan and all other relevant factors used to determine benefits under
such plans were to remain constant.

     (c) DEFINED CONTRIBUTION FRACTION means that fraction, the numerator of
which is the sum of the Annual Additions to the Participant's accounts under
each defined contribution plan maintained by an Affiliated Company for the
Limitation Year and all prior Limitation Years (less the amount, if any,
permitted to be subtracted under (i) the transitional rule of Section 235(g)(3)
of the Tax Equity and Fiscal Responsibility Act of 1982 or (ii) the transitional
rule of Section 1106(h)(4) of the Tax Reform Act of 1986) and the denominator of
which is the LESSER of the following amounts with respect to the Limitation Year
and each prior Limitation Year during which the Participant was an employee of
an Affiliated Company: (1) the product of 1.25 and the dollar limit in effect
under Code Section 415(c)(1)(A) (but without regard to Code Section 415(c)(6))
for such Limitation Year or (2) the product of 1.4 and 25% of the Participant's
Remuneration for such Limitation Year; provided that the Committee may calculate
the denominator of the Defined Contribution Fraction for all defined
contribution plans of Affiliated Companies using the alternative method set
forth in Code Section 415(e)(6).

     (d) TOP HEAVY ADJUSTMENT. For any Plan Year that the Plan is Top Heavy (as
determined under Appendix III), the definitions of Defined Contribution Fraction
and Defined Benefit Fraction are modified by substituting 1.0 for 1.25;
provided, however, in no event, will the accrued benefit or account balance of a
Participant be reduced below the amount of such accrued benefit or account
balance immediately before the Plan became Top Heavy.

     SECTION 1.03 COMPLIANCE WITH BASIC LIMITATION. If the Annual Addition to a
Participant's accounts in this Plan and any other defined contribution plan of
any Affiliated Company would exceed the limits described in 1.01 of this
Appendix, the Annual Addition to this Plan and to each other defined
contribution plan of any Affiliated Company will be reduced but only to the
extent necessary to comply with Section 1.01 of this Appendix, as follows:

     (a) PARTICIPANT CONTRIBUTIONS. First, the Participant's own contributions
to each such plan, to the extent that they constitute an Annual Addition, will
be reduced pro rata, and the excess, together with earnings thereon, returned to
the Participant.

     (b) EMPLOYER CONTRIBUTIONS. Then, employer contributions for the Limitation
Year that have not been allocated to such participants will be reduced pro rata.

     (c) SUSPENSE ACCOUNT. Then, amounts that cannot be allocated to
participants' accounts will be credited to a suspense account that will be used
to reduce future employer contributions. The suspense account will not share in
investment earnings and no employer contributions may be made while amounts
remain unallocated in the suspense account.

     SECTION 1.04 COMPLIANCE WITH COMBINED LIMITATION. If for a Limitation Year
beginning before January 1, 2000, the sum of the Defined Benefit Fraction and
the Defined Contribution Fraction would exceed 1.0, then the following actions
will be taken in the following order, to the extent necessary for compliance
with Section 1.03 of this Appendix, taking into account the transition
provisions of Section 1106(h)(3) of the Tax Reform Act of 1986:

     (a) DEFINED BENEFIT PLAN. The Participant's accrued benefits under each
defined benefit plan of an Affiliated Company will be reduced in accordance with
the terms of each such plan.



                                      31.

<PAGE>

     (b) DEFINED CONTRIBUTION PLAN. Annual Additions to the Participant's
accounts in this Plan and each other defined contribution plan of an Affiliated
Company will be reduced.

     (c) YEARS AFTER DECEMBER 31, 1999. Notwithstanding the foregoing, the
overall limit on annual contributions made on behalf of an employee who
participates in a defined benefit and a defined contribution plan maintained by
the same employer will cease to be in effect for Limitation Years beginning
after December 31, 1999.

     SECTION 1.05 LIMITATION YEAR. The Limitation Year is the Plan Year.

     SECTION 1.06 AFFILIATED COMPANY. For purposes of this Appendix, the
determination of an Affiliated Company will be made with the adjustment required
by Code Section 415(h).



                                      32.

<PAGE>

                       APPENDIX III: TOP HEAVY PROVISIONS

            The following provisions apply for purposes of determining whether
            the Plan is Top Heavy as defined in Section 1.03 below and in Code
            Section 416(g).

     SECTION 1.01 DEFINITIONS. For purposes of this Appendix, the following
terms shall have the meaning indicated:

     (a) DETERMINATION DATE shall mean, for the Plan's first Plan Year, the last
day of such Plan Year, and for any other Plan Year, the last day of the
preceding Plan Year.

     (b) KEY EMPLOYEE shall mean, with respect to any Plan Year, a Participant
or former Participant (and the Beneficiaries of a deceased Participant) who, at
any time during the Plan Year containing the Determination Date for the Plan
Year in question, or any of the four immediately preceding Plan Years, was:

          (i) OfFICER. An officer, for purposes of this Appendix, is an officer
     of an Affiliated Company having annual Remuneration from all Affiliated
     Companies for a Plan Year greater than 50% of the maximum dollar limitation
     in effect under Code Section 415(b)(1)(A) for the calendar year in which
     such Plan Year ended. The individuals actually considered as Key Employees
     by virtue of being officers (I) shall not in number exceed the lesser of 50
     or that number not in excess of the greater of three officers or 10% of the
     total number of Employees of all the Affiliated Companies, and (II) shall
     be those individuals belonging to the group of all Participants determined
     to be officers for the Plan Year containing the Determination Date or any
     of the preceding four Plan Years, who received the highest annual
     Remuneration for any Plan Year during such five-year period.

          (ii) OWNERS OF LARGEST INTERESTS. The owners of the largest interests
     are the 10 Employees of any Affiliated Company owning the largest interests
     in any Affiliated Company, provided that such Employee owns more than a
     1/2% interest in such Affiliated Company, and that such Employee's
     aggregate annual Remuneration from all the Affiliated Companies exceeds the
     maximum dollar limitation under Section 415(c)(1)(A) of the Code. Should
     two Employees own the same percentage interest in one or more Affiliated
     Companies, then the Employee having the greater annual Remuneration shall
     be deemed to own the larger percentage interest.

          (iii) 5% OWNER. A 5% owner is an individual who owns more than 5% of
     the outstanding stock or stock possessing more than 5% of the total
     combined voting power of all stock of any Affiliated Company (or, if the
     Affiliated Company is not a corporation, more than 5% of the capital or
     profits interest of the Affiliated Company).

          (iv) 1% OWNER. A 1% owner is an individual who owns more than 1% of
     the outstanding stock or stock possessing more than 1% of the total
     combined voting power of all stock of any Affiliated Company, (or, if such
     Affiliated Company is not a corporation, more than 1% of the capital or
     profits interest of the Affiliated Company), and whose annual Remuneration
     from all the Affiliated Companies exceeds $150,000.



                                      33.

<PAGE>


For purposes of determining ownership in an Affiliated Company under this
subsection, the attribution principles of Code Section 318 shall apply by
substituting "5%" for "50%" in Section 318(a)(2)(C).

     (c) NON-KEY EMPLOYEE shall mean, with respect to any Plan Year, any
Employee who is not a Key Employee, including Employees who are former Key
Employees.

     (d) TOP HEAVY RATIO of a plan or group of plans shall be a fraction, the
numerator of which is the sum of (I) account balances of all Key Employees under
each defined contribution plan (including any simplified employee pension plan)
included in the determination and (II) the present value of cumulative accrued
benefits of all Key Employees under each defined benefit plan included in the
determination, and the denominator of which is the sum of the account balances
for all Participants under each defined contribution plan (including any
simplified employee pension plan) included in the determination and the present
value of cumulative accrued benefits for all Participants under each defined
benefit plan included in the determination. In determining the Top-Heavy Ratio,
the following rules apply:

          (i) VALUATION. The value of account balances shall be determined as of
     the most recent Valuation Date that falls within or ends within the
     12-month period ending on the Determination Date. Present value of accrued
     benefits under a defined benefit plan shall be calculated under the method
     used for accrual purposes in all defined benefit plans of the Affiliated
     Companies, or, if there is no such method, as if such benefit accrued not
     more rapidly than the slowest accrual rate permitted under Code Section
     411(b)(1)(C). Account balances and accrued benefits so determined shall be
     adjusted for the amount of any contributions (I) made after the date of
     such valuation but on or before the Determination Date or (II) due but
     unpaid as of the Determination Date, and, except as otherwise provided in
     (2) or (3) below, shall include any amount distributed during the five-year
     period ending on the Determination Date.

          (ii) TRANSFERS. With respect to a transfer from one qualified plan to
     another (by rollover or Trust-to-Trust transfer) which is (A) incident to a
     merger or consolidation of two or more plans or a division of a single plan
     into two or more plans, (B) made between two plans maintained by the same
     employer or by employers required to be aggregated under Section 414(b),
     (c), (m) or (o) of the Code, or (C) otherwise not initiated by the
     Employee, a Participant's accrued benefit or account balance under a plan
     shall include any amount attributable to any such transfer received or
     accepted by such plan on or before the Determination Date but shall not
     include any amount transferred by such plan to any other plan in such a
     transfer on or before the Determination Date. With respect to any rollover
     or Trust-to-Trust transfer not described in the preceding sentence, a
     Participant's accrued benefit or account balance under a plan (I) shall
     include any amount distributed or transferred by such plan, unless the
     distributed or transferred amount is excludable under paragraph (1), and
     (II) shall not include any amount attributable to assets received by such
     plan.

          (iii) EXCLUSIONS. No accrued benefit for any Participant or
     Beneficiary shall be taken into account for purposes of calculating the
     Top-Heavy Ratio with respect to (I) a Participant who is not a Key Employee
     with respect to the Plan Year in question, but who was a Key Employee with
     respect to a prior Plan Year, or (II) an Employee who has performed no
     services for any Affiliated Company within the five-



                                      34.


<PAGE>

     year period ending with the Determination Date, unless such Employee
     becomes re-employed after such 5-year period.

     (e) REQUIRED AGGREGATION GROUP means a group of two or more plans
(including terminated plans) consisting of (1) a qualified plan of an Affiliated
Company (including a simplified employee pension plan) in which at least one Key
Employee participates, and (2) any other qualified plan or plans of the
Affiliated Company which enable the plan described in (1) to meet the
requirements of Code Sections 401(a)(4) and 410 (except Average Benefits).

     (f) PERMISSIVE AGGREGATION GROUP means a group of plans consisting of a
Required Aggregation Group of plans plus one or more other plan or plans of an
Affiliated Company which, when considered as a group with the Required
Aggregation Group, would continue to satisfy the requirements of Code Sections
401(a)(4) and 410.

SECTION 1.02 TOP-HEAVY STATUS. This Plan shall be considered "Top-Heavy" with
respect to any Plan Year if, as of the Determination Date for such Plan Year,
either:

     (a) NO REQUIRED AGGREGATION. The Top-Heavy Ratio for this Plan exceeds 60%
and this Plan is not part of any Required Aggregation Group, or

     (b) REQUIRED AGGREGATION. This Plan is part of a Required Aggregation Group
of plans and the Top-Heavy Ratio for the group of plans exceeds 60%; provided
that, if this Plan is part of one or more Permissive Aggregation Groups of plans
for which the Top-Heavy Ratio does not exceed 60%, this Plan shall not be
Top-Heavy.

     Section 1.03 MINIMUM CONTRIBUTION.

     (a) RECIPIENTS. With respect to any Plan Year for which the Plan is
Top-Heavy, each Participant who is not a Key Employee, and who has not ceased to
be an Employee prior to the end of such Plan Year, shall be entitled to a
contribution under this section. No Participant otherwise entitled to an
allocation under this subsection shall be ineligible for such allocation solely
because he or she has not completed 1,000 Hours of Service for the Plan Year.

     (b) AMOUNTS. The benefit of each Participant who meets the requirements of
subsection (a), and who does not participate in any defined benefit plan of any
Affiliated Company, shall be such Participant's Company Contribution (including
forfeitures) under the other provisions of the Plan; provided that the total
employer contribution (including forfeitures) allocated to the Account of such
Participant shall be not less than an amount which, when added to such
Participant's allocable share of employer contributions and forfeitures under
any other defined contribution plan of any of the Affiliated Companies, equals
at least 3% of his or her Remuneration. The benefit described in this subsection
(b) is subject to the following:

          (i) LIMIT. In the event that the percentage of employer contributions
     and forfeitures under the plans in which such Participant participates for
     the Plan Year on behalf of the Key Employee for whom such percentage is
     greatest is less than 3% of such Key Employee's Remuneration for the Plan
     Year, then such Participant shall not be entitled to a contribution under
     this subsection (b) for the Plan Year in excess of such percentage of such
     Participant's Remuneration, unless this Plan enables a defined



                                      35.

<PAGE>

     benefit plan included in a Required Aggregation Group with this Plan to
     satisfy the requirements of Section 401(a) or 410 of the Code (except the
     average benefits test).

          (ii) SALARY REDUCTION. Notwithstanding the preceding paragraph, if the
     highest rate allocated to a Key Employee is less than 3%, amounts
     contributed as a result of a salary reduction agreement will be included
     when determining contributions made on behalf of Key Employees.

          (iii) ADJUSTMENT. If a Participant also participates in a defined
     benefit plan of an Affiliated Company, then the minimum contribution
     requirement of this Section for that Participant will be fulfilled in
     accordance with this subsection, except that "3%" shall be substituted for
     "5%."

     Section 1.04 AFFILIATED COMPANIES. This Appendix will be administered
separately with regard to Affiliated Companies (if any) that are unrelated
within the meaning of Code Section 414.




                                       36.

<PAGE>


       APPENDIX IV: PARTICIPATION OF UNICARE FINANCIAL CORP. EMPLOYEES

            Effective for Compensation paid to Employees of UniCARE Financial
Corp. ("UniCARE") on and after March 25, 1994, and subject to the terms and
conditions outlined below, UniCARE will become a Participating Company under
this Plan.

     Section 1.01 ELIGIBILITY. Effective March 25, 1994, notwithstanding
anything to the contrary in this Plan, Employees of UniCARE who are actively at
work with UniCARE on March 25, 1994 and who were participants in the UniCARE
Financial Corp. Profit Sharing Plan ("UniCARE Plan") for the payroll period
ending February 28, 1994 will be eligible to participate in this Plan.

     Section 1.02 SERVICE. Effective March 25, 1994, notwithstanding anything to
the contrary in this Plan, hours of service with UniCARE were treated as Hours
of Service with the Company for all purposes under the Plan including, but not
limited to, determinations regarding eligibility to participate in the Plan and
determinations regarding a Participant's level of Matching Contributions (if
any) under the Plan.

     Section 1.03 PLAN MERGER. On June 1, 1994, the UniCARE Plan, which contains
certain annuity and installment options that are generally unavailable under the
terms of this Plan, was merged into this Plan. This Appendix is designed to
preserve withdrawal, distribution, and restoration of forfeiture provisions
contained in the UniCARE Plan to the extent required by the Retirement Equity
Act and by Code Section 411 for distributions that are made or begin prior to
the Change Date described in Section 1.08. Consequently, this appendix is
applicable only to assets (adjusted for future gains losses, expenses and
restorations of forfeitures) transferred to this Plan from the UniCARE Plan
("UniCARE Amount"). All references to a Participant's UniCARE Amount in this
Appendix are to that Participant's UniCARE Amount as of the most recent
Valuation Date.

     Section 1.04 UNICARE DISTRIBUTION AND WITHDRAWAL OPTIONS. A Participant may
elect to receive a withdrawal or a distribution (as the case may be) of his or
her UniCARE Amount as provided in (a), (b), or (c) immediately below, subject to
the restrictions that apply on and after the Change Date described in Section
1.08.

     (a) GENERAL PLAN PROVISIONS. A Participant may elect to receive his or her
UniCARE Amount pursuant to the withdrawal or the distribution provisions
generally applicable to assets held under the Plan. The installment and annuity
options described in subsections (b) and (c) are not available for distributions
made on and after the Change Date described in Section 1.08.

     (b) INSTALLMENT DISTRIBUTION. A Participant may elect to receive his or her
UniCARE Amount in substantially equal annual, or more frequent installments over
a period certain which does not extend beyond the life expectancy of the
Participant or the joint life expectancies of the Participant and the
Participant's Beneficiary. For these purposes, life expectancies will not be
recalculated.

     (c) ANNUITY OPTION. A Participant may elect to have his or her UniCARE
Amount used to purchase a nontransferable annuity contract that will be
distributed to the Participant in full satisfaction of all Plan obligations to
the Participant and the Participant's



                                       37.

<PAGE>

Beneficiaries with regard to the Participant's UniCARE Amount. A Participant who
makes such an election will be subject to the Notice and Waiver Provisions
contained in Section 5.05 of this Appendix and to the following additional
requirements.

          (i) NORMAL FORM. If the Participant is not married on his or her
     Annuity Starting Date, the Participant's Normal Form will be a single life
     annuity. If the Participant is married on his or her Annuity Starting Date,
     the Participant's Normal Form will be an immediate annuity for the life of
     the Participant with a survivor annuity for the life of the Participant's
     spouse (determined as of the date of distribution of the contract) which is
     50% of the amount of the annuity which is payable during the joint lives of
     the Participant and the Participant's spouse.

          (ii) ALTERNATE FORM. Subject to the requirements of Code Section
     401(a)(9), a Participant may elect to receive an immediate annuity for his
     or her life or a reduced immediate annuity for his or her life with a
     survivor annuity for the life of a Beneficiary that is 50% or 100% of the
     amount of the annuity that is payable during the joint lives of the
     Participant and the Beneficiary. An alternate form of annuity may also
     provide for an annuity certain feature for a period not exceeding the life
     expectancy of the Participant.

     Section 1.05 NOTICE AND WAIVER PROVISIONS. Subject to the "Special Waiver
of 30-Day Requirement" rules in Article XI of this Plan, the following
provisions are applicable to distributions and withdrawals described in Section
1.04(c) and Section 1.06(a) of this Appendix.

     (a) NOTICE. No less than 30 days and no more than 90 days before the
Annuity Starting Date, the Committee will provide the Participant, or the
Participant's surviving spouse, as the case may be, with a written explanation
of the terms and conditions of the Normal Form, the right to make, and the
effect of, an election to waive the Normal Form, the right of the Participant's
spouse (if any) to approve a Participant's waiver, the right to revoke a waiver
and the effect of revoking a waiver.

     (b) PROCEDURE. A waiver must be made on a form prepared by, and delivered
to, the Committee no earlier than 90 days before the Annuity Starting Date. The
Participant, or the Participant's surviving spouse, as the case may be, may
revoke or change a waiver at any time before the Annuity Starting Date by
delivering a subsequent form to the Committee that satisfies the Plan's waiver
procedures.

(c)   ADDITIONAL CONDITIONS APPLICABLE TO MARRIED PARTICIPANTS.

          (i) A Participant's spouse must waive any rights to the Participant's
     Normal Form in a document prepared by and delivered to the Committee, that
     acknowledges the effect of the waiver, and that is witnessed by a notary
     public. In the waiver, the Participant's spouse must either consent to the
     specific non-spouse Beneficiary or Beneficiaries named by the Participant,
     and the optional form of benefit selected by the Participant, or
     acknowledge that the surviving spouse had the right to limit consent only
     to a specific non-spouse Beneficiary or Beneficiaries, and to a specific
     optional form of benefit, and that the surviving spouse voluntarily elected
     to relinquish that right.

          (ii) CONSENT UNNECESSARY. If the Participant is legally separated or
     abandoned (within the meaning of local law) and the Participant has a court



                                      38.
<PAGE>

     order to that effect (and there are no Qualified Domestic Relations Orders
     as defined in Code Section 414(p) that provide otherwise), or the spouse
     cannot be located, then the waiver described in the preceding paragraph
     need not be filed with the Committee when a married Participant elects an
     optional form of benefit.

          (iii) EFFECT OF CONSENT. Any waiver by a spouse obtained pursuant to
     these procedures (or establishment that the consent of a spouse could not
     be obtained) is effective only with respect to that spouse.

Section 1.06 DEATH BENEFITS. Subject to the requirements of Code Section
401(a)(9), the following death benefit provisions apply to UniCARE Amounts,
provided, however, the annuity option described in subsection (a) will not be
available for distributions beginning on or after the Change Date.

     (a) MARRIED PARTICIPANT WHO ELECTED AN ANNUITY. If a married Participant
properly elects an annuity pursuant to the terms of this Appendix and dies
before his or her Annuity Starting Date, the Participant's UniCARE Amount will
be used to purchase a single life annuity (the Normal Form) for the
Participant's surviving spouse as soon as administratively possible after the
Participant's spouse requests purchase of such an annuity. Pursuant to the
Notice provisions of Sections 5.05(a) and (b) of this Appendix, the
Participant's surviving spouse may elect to receive the Participant's UniCARE
Amount pursuant to the distribution provisions generally applicable to assets
held under the Plan instead of in the Normal Form of a single life annuity.

     (b) UNMARRIED PARTICIPANT. If an unmarried Participant dies before his or
her Annuity Starting Date, the Participant's UniCARE Amount will be distributed
pursuant to the distribution provisions generally applicable to assets held
under the Plan and neither the annuity nor the installment provisions of this
Appendix will not apply.

     (c) MARRIED PARTICIPANT WHO DID NOT ELECT AN ANNUITY BEFORE THE CHANGE
Date. If a married Participant who did not properly elect an annuity pursuant
to the terms of this Appendix dies before his or her Annuity Starting Date,
or the Participant dies on or after the Change Date, the Participant's
UniCARE Amount will be distributed pursuant to the distribution provisions
generally applicable to assets held under the Plan and neither the annuity
nor the installment provisions of this Appendix will apply.

Section 1.07 RESTORATION OF FORFEITURES. Under the UniCARE Plan, an individual
who separated from service with UniCARE and who received a distribution (or a
deemed distribution) of the vested portion of his or her account under the
UniCARE Plan forfeited (or was deemed to forfeit) his or her unvested benefits
under the UniCARE Plan.

     (a) RETURN TO SERVICE. If such an individual (i) was reemployed by UniCARE
or (ii) became an Employee after January 20, 1994 (when UniCARE became a wholly
owned subsidiary of WellPoint Health Networks Inc.), the amount forfeited will
be restored (without earnings) as part of the individual's UniCARE Amount if the
individual pays to this Plan (or in the case of a deemed forfeiture, the
Participant is deemed to have repaid the Plan) the full amount of the
distribution before the earlier of (x) 5 years after the applicable event
described in (i) or (ii) above, or (y) the close of the first period of 5
consecutive 1-year breaks in service (as defined in the UniCARE Plan) following
the date of the distribution.



                                      39.
<PAGE>

     (b) FUNDS. Funds for restoring forfeitures under this Section will be drawn
from a special contribution to the Plan to be made by the appropriate
Participating Company, as determined by the Committee. This special contribution
will not be subject to the limitations under Internal Revenue Code Section 415.

     Section 1.08 CHANGE DATE. For purposes of this Appendix IV, Change Date
means July 1, 2001, provided that each affected Participant is furnished a
summary of material modifications that reflects the elimination of the annuity
and installment distribution options as applied to UniCARE Amounts not less than
90 days prior to such date.




                                      40.

<PAGE>


            APPENDIX V: PARTICIPATION OF COST CARE INC. EMPLOYEES

     Section 1.01 ELIGIBILITY. Effective March 1, 1997, individuals who were
employed by Cost Care, Inc. ("Cost Care") on February 28, 1997, and who became
Employees due to a corporate transaction on March 1, 1997 will be eligible to
participate in this Plan to the extent they satisfy the Plan's eligibility
requirements, taking into account the applicable service crediting provisions in
Article III of the Plan.

     Section 1.02 PLAN MERGER. Effective March 31, 1997, the Cost Care Inc.
Savings Plan ("Cost Care Plan"), under which certain annuity options were the
normal form of benefit, was merged into this Plan. The following provisions are
applicable only to assets (adjusted for future gains, losses, expenses and
restorations of forfeitures) merged into this Plan from the Cost Care Plan
("Cost Care Amount"). All references to a Participant's Cost Care Amount in this
Appendix are to that Participant's Cost Care Amount as of the most recent
Valuation Date.

Section 1.03      COST CARE DISTRIBUTION AND WITHDRAWAL OPTIONS.

     (a) GENERAL PLAN PROVISIONS. A Participant may elect to receive his or her
Cost Care Amount pursuant to the in-service withdrawal provisions or the
distribution provisions generally applicable to assets held under this Plan. For
distributions that begin prior to the Change Date described in Section 1.07, a
Participant may also elect among the annuity options described below.

     (b) ANNUITY OPTIONS. When requesting an in-service withdrawal or a
distribution, a Participant may elect to have his or her Cost Care Amount used
to purchase a nontransferable annuity contract that will be distributed to the
Participant in full satisfaction of all Plan obligations to the Participant and
the Participant's Beneficiaries with regard to the Participant's Cost Care
Amount. A Participant who makes such an election will be subject to the Notice
and Waiver Provisions contained in Section 1.04 of this Appendix and to the
following additional provisions.

          (i) NORMAL FORM. If the Participant is not married on his or her
     Annuity Starting Date, the Participant's Normal Form will become a single
     life annuity. If the Participant is married on his or her Annuity Starting
     Date, the Participant's Normal Form will become an immediate annuity for
     the life of the Participant with a survivor annuity for the life of the
     Participant's spouse (determined as of the date of distribution of the
     contract) which is 50% of the amount of the annuity which is payable during
     the joint lives of the Participant and the Participant's spouse.

          (ii) ALTERNATE FORMS. Subject to the requirements of Code Section
     401(a)(9), a Participant may elect to receive an immediate annuity for his
     or her life or a reduced immediate annuity for his or her life with a
     survivor annuity for the life of a Beneficiary that is 50% or 100% of the
     amount of the annuity that is payable during the joint lives of the
     Participant and a Beneficiary. An alternate form of annuity may also
     provide for an annuity payable for the Participant's lifetime with a
     minimum guarantee of 10 years of payments.



                                      41.
<PAGE>

     Section 1.04 NOTICE AND WAIVER PROVISIONS. Subject to the "Special Waiver
of 30-Day Requirement" rules in Article XI of this Plan, the following
provisions are applicable to distributions and withdrawals described in Section
1.03(b) and Section 1.05(a) of this Appendix.

     (a) NOTICE. No less than 30 days and no more than 90 days before the
Annuity Starting Date, the Committee will provide the Participant, or the
Participant's surviving spouse, as the case may be, with an explanation of the
terms and conditions of the Normal Form, the right to make, and the effect of,
an election to waive the Normal Form, the right of the Participant's spouse (if
any) to approve a Participant's waiver, the right to revoke a waiver and the
effect of revoking a waiver.

     (b) PROCEDURE. A waiver must be made on a form prepared by, and delivered
to, the Committee no earlier than 90 days before the Annuity Starting Date. The
Participant, or the Participant's surviving spouse, as the case may be, may
revoke or change a waiver at any time before the Annuity Starting Date by
delivering a subsequent form to the Committee that satisfies the Plan's waiver
procedures.

     (c) ADDITIONAL CONDITIONS APPLICABLE TO MARRIED PARTICIPANTS.

          (i) A Participant's spouse must waive any rights to the Participant's
     Normal Form in a document prepared by and delivered to the Committee, that
     acknowledges the effect of the waiver, and that is witnessed by a notary
     public. In the waiver, the Participant's spouse must either consent to the
     specific non-spouse Beneficiary or Beneficiaries named by the Participant,
     and the optional form of benefit selected by the Participant, or
     acknowledge that the surviving spouse had the right to limit consent only
     to a specific non-spouse Beneficiary or Beneficiaries, and to a specific
     optional form of benefit, and that the surviving spouse voluntarily elected
     to relinquish that right.

          (ii) CONSENT UNNECESSARY. If the Participant is legally separated or
     abandoned (within the meaning of local law) and the Participant has a court
     order to that effect (and there are no Qualified Domestic Relations Orders
     as defined in Code Section 414(p) that provide otherwise), or the spouse
     cannot be located, then the waiver described in the preceding paragraph
     need not be filed with the Committee when a married Participant elects an
     optional form of benefit.

          (iii) EFFECT OF CONSENT. Any waiver by a spouse obtained pursuant to
     these procedures (or establishment that the consent of a spouse could not
     be obtained) is effective only with respect to that spouse.

     Section 1.05 DEATH BENEFITS. Subject to the requirements of Code Section
401(a)(9), the following death benefit provisions apply to Cost Care Amounts,
provided, however, the annuity option described in subsection (a) will not be
available for distributions beginning on or after the Change Date described in
Section 5.07.

     (a) MARRIED PARTICIPANT WHO ELECTED AN ANNUITY. If a married Participant
properly elects an annuity pursuant to the terms of this Appendix and dies
before his or her Annuity Starting Date, the Participant's Cost Care Amount will
be used to purchase a single life annuity (the Normal Form) for the
Participant's surviving spouse as soon as administratively possible after the
Participant's spouse requests purchase of such an annuity. Pursuant to the
Notice provisions of Sections 1.04(a) and (b) of this Appendix, the
Participant's



                                      42.
<PAGE>

surviving spouse may elect to receive the Participant's Cost Care Amount
pursuant to the distribution provisions generally applicable to assets held
under the Plan instead of in the Normal Form of a single life annuity.

     (b) UNMARRIED PARTICIPANT. If an unmarried Participant dies before his or
her Annuity Starting Date, the Participant's Cost Care Amount will be
distributed pursuant to the distribution provisions generally applicable to
assets held under the Plan and the annuity provisions of this Appendix will not
apply.

     (c) MARRIED PARTICIPANT WHO DID NOT ELECT AN ANNUITY BEFORE THE CHANGE
Date. If a married Participant who did not properly elect an annuity pursuant to
the terms of this Appendix dies before his or her Annuity Starting Date, or if
the Participant dies on or after the Change Date described in Section 5.07 , the
Participant's Cost Care Amount will be distributed pursuant to the distribution
provisions generally applicable to assets held under the Plan and the annuity
provisions of this Appendix will not apply.

     Section 1.06 RESTORATION OF FORFEITURES. Under the Cost Care Plan, an
individual who separated from service with Cost Care and who received a
distribution (or a deemed distribution) of the vested portion of his or her
account under the Cost Care Plan forfeited (or was deemed to forfeit) his or her
unvested benefits under the Cost Care Plan.

     (a) RETURN TO SERVICE. If such an individual (i) was reemployed by Cost
Care or (ii) became an Employee after March 1, 1997, the amount forfeited will
be restored (without earnings) as part of the individual's Cost Care Amount if
the individual pays to this Plan (or in the case of a deemed forfeiture, the
Participant is deemed to have repaid the Plan) the full amount of the
distribution before the earlier of (x) 5 years after the applicable event
described in (i) or (ii) above, or (y) the close of the first period of 5
consecutive 1-year breaks in service (as defined in the Cost Care Plan)
following the date of the distribution.

     (b) FUNDS. Funds for restoring forfeitures under this Section will be
drawn from a special contribution to the Plan to be made by the appropriate
Participating Company, as determined by the Committee. This special
contribution will not be subject to the limitations under Internal Revenue
Code Section 415.

     Section 1.07 CHANGE DATE. For purposes of this Appendix V, Change Date
means July 1, 2001, provided that each affected Participant is furnished a
summary of material modifications that reflects the elimination of the annuity
and installment distribution options as applied to Cost Care Amounts not less
than 90 days prior to such date.



                                      43.
<PAGE>


  APPENDIX VI: PARTICIPATION OF JOHN HANCOCK MUTUAL LIFE INSURANCE EMPLOYEES

     Section 1.01 ELIGIBILITY. Effective March 1, 1997, individuals who were
employed by John Hancock Mutual Life Insurance Company ("Hancock") on February
28, 1997, and who became Employees due to a corporate transaction on March 1,
1997 will be eligible to participate in this Plan to the extent they satisfy the
Plan's eligibility requirements, taking into account the applicable service
crediting provisions in Article III of the Plan.

     Section 1.02 PLAN MERGER. On March 31, 1997, The Investment-Incentive Plan
for Hancock Employees ("Hancock Plan"), which contains a partial distribution
option that is not generally available under the terms of this Plan, was merged
into this Plan. Consequently, the partial distribution option described below
applies only to assets (adjusted for future gains losses, and expenses)
transferred to this Plan from the Hancock Plan ("Hancock Amount"). All
references to a Participant's Hancock Amount are to that Participant's Hancock
Amount as of the most recent Valuation Date.

     Section 1.03 HANCOCK DISTRIBUTION AND WITHDRAWAL OPTIONS.

     (a) GENERAL PLAN PROVISIONS. A Participant or a Beneficiary (as the case
may be) may elect to receive his or her Hancock Amount pursuant to the
withdrawal or the distribution provisions generally applicable to assets held
under the Plan.

     (b) PARTIAL DISTRIBUTIONS. Subject to the requirements of Code Section
401(a)(9), a Participant who has attained age 59-1/2 or who is otherwise
eligible for a Plan distribution that is not an in-service withdrawal, an
Alternate Payee of such a Participant, or a Beneficiary who is the surviving
spouse of such a Participant, may elect to receive all or a portion of such a
Participant's Hancock Amount at any time.



                                       44.

<PAGE>

                      APPENDIX VII: PARTICIPATING COMPANIES

The following entities are Participating Companies in this Plan as of January 1,
2001:

      Blue Cross of California

      Comprehensive Integrated Marketing Services

      WellPoint Behavioral Health, Inc.

      Cost Care, Inc.

      Professional Claim Services, Inc.

      WellPoint Development Company, Inc.

      UNICARE Life & Health Insurance Company

      UNICARE Capital Preferred Provider Organization, Inc.

      Rush Prudential Health Plans (became UNICARE Health Plans of the Midwest
      and UNICARE Health Plans, Inc.)

      Precision Rx, Inc.

The following entities were Participating Companies as of January 1, 1997:

      UNICARE Insurance Company (sold September 1, 1998)

      UNICARE of Texas Health Plans, Inc. (no employees as of
      January 1, 2001)



                                       45.

<PAGE>


                     APPENDIX VIII: DISTRIBUTION PROVISIONS

            The information contained in this Appendix is consistent with the
Plan's distribution provisions, and is generally required by law to be
explicitly stated in the Plan.

                  1.01 INCORPORATION BY REFERENCE OF 401(a)(9) REGULATIONS.
Effective January 1, 1985, distributions will be made in accordance with the
Regulations under Code Section 401(a)(9), including the minimum distribution
incidental benefit requirement of Code Section 401(a)(9)(G).

                  1.02 REQUIRED BEGINNING DATE. Notwithstanding anything
contrary in the Plan, a Participant may not defer payment of Plan benefits past
his or her required beginning date. If a Participant attains age 70-1/2 before
January 1, 2000, or if the Participant is a 5% owner (within the meaning of Code
Section 416(i)), his or her required beginning date is April 1 following the
close of the calendar year in which the Participant attains age 70-1/2. If a
Participant who is not a 5% owner attains age 70-1/2 on or after January 1,
2000, his or her required beginning date is April 1 of the later of (i) the
calendar year following the calendar year in which the Participant attains age
70-1/2, or (ii) the calendar year following the calendar year in which
Participant terminates employment.

                  1.03 FORM. Except with respect to a UniCARE Amount, Cost Care
Amount or NCPPO Amount subject to an annuity or installment election, a
Participant's Plan benefits will be distributed in a single sum at the
Participant's required beginning date if the Participant has not made a prior
valid election to receive his or her benefits at an earlier distribution date.
If the Participant's required beginning date occurs prior to his or her
termination of employment, any benefits accrued during the Plan Year in which
his or her required beginning date occurs, or any later year, will be
distributed to the Participant no later than last day of the following calendar
year.

                  Any UniCARE Amounts, Cost Care Amounts or NCPPO Amounts
 subject to an annuity or installment election will be distributed to the
 Participant in the annuity contract form described in the applicable Appendix
 unless the Participant makes a valid election to receive an alternative form
 under the required procedures, provided, however, that the annual payment under
 any form must be not less than the 401(a)(9) amount described below.

                  1.04 401(a)(9) AMOUNT FOR PARTICIPANTS. The minimum required
distribution for each calendar year ("401(a)(9) amount"), starting with the
calendar year preceding the calendar year in which the Participant's required
beginning date occurs, is determined by dividing the Participant's Account,
valued at the last day of the year, by the remaining life expectancy of the
Participant. The life expectancy will not be recalculated. A new Annuity
Starting Date will apply upon the occurrence of a standard distribution event
under the Plan (E.G., the Participant's termination of employment or the
termination of the Plan), and the Participant's subsequent Plan benefits will be
redetermined to reflect prior benefit payments.

                  1.05  BENEFICIARY DISTRIBUTIONS.

     (a) DEATH BEFORE REQUIRED BEGINNING DATE. If the Participant dies before
his or her required beginning date, distribution of the Participant's entire
Account, other than any UniCARE Amount, Cost Care Amount and NCPPO Amount
subject to an annuity




                                       46.
<PAGE>

or installment option will be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant's death. With respect to any
UniCARE Amount, Cost Care Amount and NCPPO Amount subject to an annuity or
installment option, distribution shall be made consistent with the preceding
sentence except to the extent that the Beneficiary makes an election in
accordance with the following paragraphs:

          (i) DESIGNATED BENEFICIARY. If any portion of the Participant's
     UniCARE Amount, Cost Care Amount and NCPPO Amount that is subject to an
     annuity or installment option is payable to a designated Beneficiary,
     distributions may be made for a period certain not greater than the life
     expectancy of the designated Beneficiary commencing on or before December
     31 of the calendar year immediately following the calendar year in which
     the Participant died.

          (ii) SURVIVING SPOUSE. If the designated Beneficiary is the
     Participant's surviving spouse, the date that distributions payable for a
     period certain not greater than the life expectancy of the Participant's
     surviving spouse are required to begin to the Participant's surviving
     spouse shall not be earlier than the later of December 31 of the calendar
     year immediately following the calendar year in which the Participant died,
     and December 31 of the calendar year in which the Participant would have
     attained age 70-1/2.

          (iii) DEATH OF SPOUSE. If the surviving spouse dies after the
     Participant, but before payments to the spouse begin, the provisions of
     this subsection, with the exception of paragraph (ii), shall be applied as
     if the surviving spouse were the Participant.

     (b) DEATH AFTER REQUIRED BEGINNING DATE. If a Participant dies after the
Participant's required beginning date, any remaining Plan benefits attributable
to the Participant's UniCARE Amount, Cost Care Amount and NCPPO Amount will
continue to be distributed at least as rapidly as under the method of
distribution in effect before the Participant's death.

                  1.06 TIMING. Subject to Regulation 1.411(a)-11(c)(7) and the
provisions of this Plan, benefits of a former Participant shall become payable
no later than 60 days after the last to occur of (a) the last day of the Plan
Year in which the Participant attains age 65, (b) the last day of the Plan Year
in which the Participant separates from employment with the Company, or (c) the
10th anniversary of the last day of the Plan Year in which the Participant
commenced participation in the Plan.



                                      47.


<PAGE>

                                  APPENDIX IX:

                                   MERGER OF
            NATIONAL CAPITAL PREFERRED PROVIDER ORGANIZATION, INC.
                                  401(k) PLAN

            The National Capital Preferred Provider Organization, Inc. 401(k)
Plan (the "NCPPO Plan") is merged with and into the Plan effective as of June 1,
1999 (the "Merger Date"). The merger of the Plan and NCPPO Plan is effected in
accordance with the following provisions:

            1.01 ELIGIBILITY. Effective June 1, 1999, notwithstanding anything
to the contrary in the Plan, each Employee who is a participant in the NCPPO
Plan on May 31, 1999 will be eligible to participate in the Plan in accordance
with the provisions in Article IV.

            1.02 TRANSFER OF ACCOUNT BALANCES. The account balances of each
participant (including former and active employees of NCPPO) in the NCPPO Plan
(each an "NCPPO Participant") will be transferred to the Plan through a direct
transfer from the trust fund of the NCPPO Plan to the Trust Fund for the Plan on
the Merger Date and will be held on behalf of the NCPPO Participants. References
in the Plan to "Participant" shall include any NCPPO Participant who ceased to
be an employee of NCPPO before the Merger Date. The rights and benefits of such
an individual will be determined in accordance with the provisions of the NCPPO
Plan in effect on the date on which such NCPPO Participant ceased to be an NCPPO
employee. Such rights and benefits also will be subject to any provisions of the
Plan that are specifically made effective to such date.

            1.03 AMOUNT OF ACCOUNT. The account balance maintained for each
NCPPO Participant immediately prior to the Merger Date shall be credited to the
Account maintained for such individual under the Plan immediately after the
Merger Date.

             1.04 PROTECTED BENEFITS. The terms and provisions of the Plan will
govern the rights, benefits and entitlements of all Participants and any other
individuals who have an interest in an Account under the Plan. The terms and
provisions of the NCPPO Plan are extinguished and will cease to have any force
or effect as of the Merger Date. However, this Appendix IX is designed to
preserve under the Plan any benefits that were accrued under the NCPPO Plan
prior to the Merger Date to the extent such benefits are protected under Code
Section 411(d)(6) (`Protected Benefits'). Consequently, this Appendix IX is
applicable only to assets (adjusted for future gains, losses, expenses and
restorations of forfeitures) transferred to the Plan from the NCPPO Plan ("NCPPO
Amount") on behalf of an NCPPO Participant. All references to a Participant's
NCPPO Amount in this Appendix are to that Participant's NCPPO Amount as of the
most recent Valuation Date. The following benefits, rights and features are
Protected Benefits with respect to NCPPO Amounts:

                   (a) An NCPPO Participant's right to withdraw amounts
attributable to his or her after-tax contributions, subject to distribution
provisions in Section 1.09 below.

                  (b) The automatic and optional distribution forms of benefit
specified below in Section 1.09 below.



                                       48.
<PAGE>

            1.05  IMMEDIATE VESTING.      An NCPPO Participant's NCPPO Amount
will be fully vested at the Merger Date to the extent not previously vested.

            1.06 INVESTMENT OF ACCOUNT BALANCE. The account balances transferred
from the NCPPO Plan to the Plan will be invested in such Fund or Funds as the
Committee deems appropriate. Following reconciliation of the transferred account
balances, the NCPPO Amount will be invested in accordance with each
Participant's investment directive.

            1.07 SERVICE CREDIT. Service recognized under the NCPPO Plan will
not be taken into account for purposes of determining whether a NCPPO
Participant is eligible for the Grandfathered Match that was implemented in
1997.

            1.08 PREVIOUS AUTHORIZATIONS. All distributions in progress,
outstanding loans, beneficiary designations and qualified domestic relations
orders under the NCPPO Plan, except as provided to the contrary in this Appendix
will be effective under the Plan as of the Merger Date until such time as such
distributions in progress, outstanding loans, beneficiary designations and
qualified domestic relations orders shall be made under the Plan for NCPPO
Participants.

            1.09  DISTRIBUTIONS.

                  (a)   GENERAL PLAN PROVISIONS.  A NCPPO Participant may
elect to receive his or her NCPPO Amount pursuant to the withdrawal or the
distribution provisions (E.G., a single sum) generally applicable to assets
held under the Plan.

                  (b) ANNUITY OPTIONS. For distributions that begin prior to the
Change Date described in Section 1.13, a NCPPO Participant may elect to have his
or her NCPPO Amount used to purchase a nontransferrable annuity contract that
will be distributed to the Participant in full satisfaction of all Plan
obligations to the Participant and the Participant's Beneficiaries with regard
to the Participant's NCPPO Amount. A Participant who makes such an election will
be subject to the Notice and Waiver Provisions contained in Section 1.10 of this
Appendix and to the following additional requirements.

                        (i)   NORMAL FORM.  If the Participant is not married
on his or her Annuity Starting Date, the Participant's Normal Form will be a
single life annuity with an installment refund. If the Participant is married on
his or her Annuity Starting Date, the Participant's Normal Form will be an
immediate annuity for the life of the Participant with a survivor annuity for
the life the Participant's spouse (determined as of the date of distribution of
the contract) which is 50% of the amount of the annuity that is payable during
the joint lives of the Participant and the Participant's spouse.

                        (ii)  ALTERNATE FORM.  Subject to the requirements of
Code Section 401(a)(9) and the consent requirements in Section 1.10(c) below, a
Participant may elect to receive:

                        (A)   a single life annuity with a certain period of
five, ten or fifteen years;

                        (B)   a straight life annuity;



                                       49.
<PAGE>

                        (C)   a reduced immediate annuity for his or her life
with a survivor annuity with installment refund that is 50%, 66-2/3% or 100% of
the amount of the annuity that is payable during the joint lives of the
Participant and the Beneficiary;

                        (D)   a fixed period annuity for any period of whole
months not less than sixty, provided the payout term does not exceed the life
expectancy of the Participant and Beneficiary where the life expectancy is not
recalculated; or

                        (E)   substantially equal annual installments over a
period certain that does not extend beyond the life expectancy of the
Participant or the joint life expectancies of the Participant and the
Participant's Beneficiary. Life expectancies will not be recalculated.

            1.10 NOTICE AND WAIVER PROVISIONS. Subject to the "Special Waiver of
30-Day Requirement" rules in Article XI of this Plan, the following provisions
are applicable to distributions and withdrawals described in Section 1.10(b) and
Section 1.11(a) of this Appendix.

                   (a) NOTICE. No less than 30 days and no more than 90 days
before the Annuity Starting Date, the Committee will provide the Participant, or
the Participant's surviving spouse, as the case may be, with a written
explanation of the terms and conditions of the Normal Form, the right to make,
and the effect of, an election to waive the Normal Form, the right of the
Participant's spouse (if any) to approve a Participant's waiver, the right to
revoke a waiver and the effect of revoking a waiver.

                  (b) PROCEDURE. A waiver must be made on a form prepared by,
and delivered to, the Committee no earlier than 90 days before the Annuity
Starting Date. The Participant, or the Participant's surviving spouse, as the
case may be, may revoke or change a waiver at any time before the Annuity
Starting Date by delivering a subsequent form to the Committee that satisfies
the Plan's waiver procedures.

                  (c)  ADDITIONAL CONDITIONS APPLICABLE TO MARRIED PARTICIPANTS.

                        (i)   WAIVER.  A Participant's spouse must waive any
rights to the Participant's Normal Form in a document prepared by and delivered
to the Committee, that acknowledges the effect of the waiver, and that is
witnessed by a notary public. In the waiver, the Participant's spouse must
either consent to the specific non-spouse Beneficiary or Beneficiaries named by
the Participant, and the optional form of benefit selected by the Participant,
or acknowledge that the surviving spouse had the right to limit consent only to
a specific non-spouse Beneficiary or Beneficiaries, and to a specific optional
form of benefit, and that the surviving spouse voluntarily elected to relinquish
that right.

                        (ii)  CONSENT UNNECESSARY.  If the Participant is
legally separated or abandoned (within the meaning of local law) and the
Participant has a court order to that effect (and there are no Qualified
Domestic Relations Orders as defined in Code Section 414(p) that provide
otherwise), or the spouse cannot be located, then the waiver described in the
preceding paragraph need not be filed with the Committee when a married
Participant elects an optional form of benefit.

                        (iii) EFFECT OF CONSENT.  Any waiver by a spouse
obtained pursuant to these procedures (or establishment that the consent of a
spouse could not be obtained) is effective only with respect to that spouse.



                                       50.
<PAGE>

            1.11  DEATH BENEFITS.  Subject to the requirements of Code
Section 401(a)(9), the following death benefit provisions apply to NCPPO
Amounts.

                        (a)   MARRIED PARTICIPANT WHO ELECTED AN ANNUITY.
For distributions made prior to the Change Date described in Section 1.13, if a
married Participant properly elects an annuity pursuant to the terms of this
Appendix and dies before his or her Annuity Starting Date, the Participant's
NCPPO Amount will be used to purchase a single life annuity (the Normal Form)
for the Participant's surviving spouse as soon as administratively possible
after the Participant's spouse requests purchase of such an annuity. Pursuant to
the Notice provisions of Sections 1.10(a) and (b) of this Appendix, the
Participant's surviving spouse may elect to receive the Participant's NCPPO
Amount pursuant to the distribution provisions generally applicable to assets
held under the Plan instead of in the Normal Form of a single life annuity with
an installment refund.

                        (b)   UNMARRIED PARTICIPANT.  If an unmarried
Participant dies before his or her Annuity Starting Date, the Participant's
NCPPO Amount will be distributed pursuant to the distribution provisions
generally applicable to assets held under the Plan and neither the annuity nor
the installment provisions of this Appendix will not apply.

                        (c)   MARRIED PARTICIPANT WHO DID NOT ELECT AN
ANNUITY BEFORE THE CHANGE DATE. If a married Participant who did not properly
elect an annuity pursuant to the terms of this Appendix dies before his or her
Annuity Starting Date, the Participant's NCPPO Amount will be distributed
pursuant to the distribution provisions generally applicable to assets held
under the Plan and neither the annuity nor the installment provisions of this
Appendix will apply.

            1.12 LOANS. A Participant must obtain the consent of his or her
spouse to a loan from the Plan to the extent the loan is secured by the
Participant's NCPPO Amount and is made prior to the Change Date described in
Section 1.13. The spouse's consent must be provided as described in Section
1.10(c) above.

            1.13 CHANGE DATE. For purposes of this Appendix V, Change Date means
July 1, 2001, provided that each affected Participant is furnished a summary of
material modifications that reflects the elimination of the annuity and
installment distribution options as applied to NCPPO Amounts not less than 90
days prior to such date.


                                       51.


<PAGE>

                                   APPENDIX X:

            MERGER OF RUSH PRUDENTIAL HEALTH PLANS RETIREMENT PLAN

            1.01 ELIGIBILITY. Effective the first day of the first payroll
period beginning after March 3, 2000 ("Acquisition Date"), notwithstanding
anything to the contrary in the Plan, each individual employed by Rush
Prudential Health Plans ("Rush Prudential") on the day immediately preceding the
Acquisition Date who becomes an Employee as of the Acquisition Date will be
eligible to participate in the Plan to the extent that he or she satisfies the
Plan's eligibility requirements, taking into account the applicable service
crediting provisions in Article III of the Plan.

            1.02 TRANSFER OF ACCOUNT BALANCES. As soon as administratively
possible following the Acquisition Date, the Rush Prudential Health Plans
Retirement Plan ("Rush Pru Plan") will be merged into this Plan, thereby
amending the terms of the Rush Pru Plan, which will cease to have any force or
effect. In connection with the merger, the account balance of (i) each
individual participating in the Rush Pru Plan who became an Employee as of the
Acquisition Date, and (ii) each former employee of Rush Prudential with a
balance in the Rush Pru Plan as of the merger date (each a "Rush Pru Employee")
will be transferred to the Plan. References in the Plan to "Participant" include
any Rush Pru Employee who ceased to be an employee of Rush Prudential prior to
the Acquisition Date, but had an account balance under the Rush Pru Plan as of
the merger date.

            1.03 SERVICE CREDIT. Service recognized under the Rush Pru Plan will
not be taken into account for purposes of determining whether a Rush Pru
Employee is eligible for the Grandfathered Match that was implemented in 1997.
Service recognized under the Rush Pru Plan will be taken into account for
purposes of determining whether a Rush Pru Employee has incurred five One Year
Periods of Severance.

             1.04 PREVIOUS AUTHORIZATIONS. All distributions in progress,
outstanding loans, beneficiary designations and qualified domestic relations
orders initiated under the Rush Pru Plan, except as provided to the contrary in
this Appendix, will be administered under the Plan as of the merger date.

            1.05 RESTORATION OF FORFEITURES. Each Rush Pru Employee who became
an Employee as of the Acquisition Date was fully vested in any benefits accrued
under the Rush Pru Plan. Under the terms of the Rush Pru Plan, the nonvested
portion of a participant's account balance (if any) was forfeited at the earlier
of (i) the date the participant received a distribution or (ii) the date the
participant had a one-year break in service.

                  (a) RETURN TO SERVICE. If an individual described in clause
(i) above becomes an Employee after the Acquisition Date but before incurring
five consecutive one-year breaks in service (as determined under the Rush Pru
Plan), the amount forfeited will be restored (without earnings) to the
individual's Account under the Plan if the individual pays to this Plan the full
amount of such distribution within five years after the date of his employment
as an Employee. If an individual described in clause (ii) above becomes an
Employee after the Acquisition Date and before incurring five consecutive
one-year breaks in service, the amount forfeited will be restored to the
individual's Account under the Plan.



                                       52.
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                  (b) FUNDS. Funds for restoring forfeitures under this Section
will be drawn from a special contribution the Plan to be made by the appropriate
Participating Company, as determined by the Committee. The special contribution
will not be subject to the limitations under the Internal Revenue Code Section
415.




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