Exhibit 10.55

AMENDMENT NO. 2  TO THE  WELLPOINT 401(k) RETIREMENT SAVINGS PLAN  (As Amended Through January 1, 2001)

The WellPoint 401(k) Retirement Savings Plan, as amended through January 1, 2001 is further amended effective as of January 1, 2001, unless a
different date is specifically provided as follows:

1.    Section 2.09(c)
is amended effective February 28, 2001 to clarify the treatment of different categories of paid time off:



2.    Section 2.16
defining "Highly Compensated Employee" is amended to clarify the use of the top paid group election effective January 1, 1997:

"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 (indexed consistent with Code Section 414(q)) without regard to whether the Employee is in the top 20% of
Employees ranked by Remuneration.

3.    Section 2.25
defining "Remuneration" is amended to incorporate amounts excluded under the qualified transportation fringe benefit provisions of Code
Section 132(f):

"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 2.16 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 and elective salary reductions not includible in gross income as a qualified transportation fringe under Code Section 132(f)(4).

4.    Section 3.06
is amended to confirm the effective date of the Uniformed Services Employment and Reemployment Rights Act of 1994.

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) effective December 12, 1994.

5.    The
introduction to Section 9.04 governing hardship withdrawals is amended effective July 1, 2002 to provide for a minimum amount.

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. For hardship withdrawals made on and after July 1, 2002, the amount of a hardship withdrawal may not be less the lesser of (i) $1,000 and
(ii) the sum of the balances in the Participant's Salary Deferral Contributions Account (excluding earnings after December 31, 1988) and Rollover Account.

6.    The
suspension period applicable to hardship withdrawals is reduced, effective January 1, 2002 to six months by amending Section 9.04(c) as follows

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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 (6 months effective January 1, 2002) following the effective date of the withdrawal and
expire on the first day of the first payroll period beginning 365 days (183 days effective January 1, 2002) after the effective date of the withdrawal. If, as of January 1,
2002, a Participant's ability to make pre-tax and post-tax contributions is suspended as described in this subsection (c), his or her period of suspension will end on the last
day of the six-month period beginning on the effective date of the withdrawal or January 1, 2002, whichever is later. The aggregate amount of a Participant's Salary Deferral
Contributions to this Plan and the Participant's Other 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..

7.    Section 11.07
is amended to eliminate the lookback rule formerly applicable to the mandatory cashout provisions.

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 $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 Beneficiary. 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
Beneficiary, as applicable.

8.    Section 1.03
of Appendix I: Testing Salary Deferral and Matching Contributions is amended effective January 1, 1997 to incorporate the multiple use
limitation.



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9.    Section 1.01
of Appendix II: Limitations on Allocations is amended to confirm the basic limitation applicable to Annual Additions for Limitation Years after
1994.

Basic Limitation. The total Annual Addition to Participants' Accounts under this Plan and under any other defined contribution plan
maintained by an Affiliated Company may not, for any Limitation Year beginning after 1994, exceed the lesser of (i) the dollar limit which is $30,000 indexed for cost of living changes
consistent with Code Section 415(d) or (ii) 25% of the Participant's Remuneration for that Limitation Year.

10.  Section 1.03(b)(iii) of
Appendix III: Top Heavy Provisions is amended to confirm that 5% of Remuneration will be contributed if a Participant
participates in a defined benefit plan of an Affiliated Company in addition to participating in the Plan, and both plans are Top Heavy.



11.  A
new Section 1.13 is added at the end of Appendix IX: Merger of National Capital Preferred Provider Organization, Inc. 401(k) Plan to confirm the
effective dates of provisions affected by the Uniformed Services Employment and Reemployment Rights Act of 1994 and the Small Business Job Protection Act of 1996:



12.  A
new Section 1.08 is added at the end of Appendix XI: Merger of Blue Cross and Blue Shield of Georgia, Inc. Tax-Favored Savings Program
to confirm the effective dates of provisions under various tax acts to the Blue Cross and Blue Shield of Georgia, Inc. Tax-Favored Savings Program:



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IN
WITNESS WHEREOF, WellPoint Health Networks Inc. caused this Amendment to be executed this 26th day of February, 2002.

|WELLPOINT HEALTH NETWORKS INC. |                         |  |      
|------------------------------ | ----------------------- |  | -----
|                               |                         |  |      
|By:                            | /s/J. THOMAS VAN BERKEM |  | Date:

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