Exhibit
10.80  AMENDMENT TO THE WELLPOINT
401(k) RETIREMENT SAVINGS PLAN (As
Amended Through December 31, 2003)  The WellPoint 401(k) Retirement Savings Plan (the
Plan), as amended through December 31, 2003, is hereby further amended,
as follows:  1.Effective
January 1, 2004, Article III is amended by the addition of the
Sections 3.20 and 3.21 which read as follows:  3.20Health Core, Inc.  Each individual employed by Health Core,
Inc. (Health Core) on November 10, 2003 who becomes an Eligible Employee
in connection with the acquisition by the Company will receive credit under the
Plan for all service with Health Core completed prior to November 10,
2003, provided, however, that no such Eligible Employee will be eligible for
the Grandfathered Match implemented in 1997 regardless of his or her aggregated
service.  3.21Cobalt.  Each individual employed by either
Crossroads Acquisition Corp., a Delaware Corporation, formerly United Wisconsin
Services, Inc. or Blue Cross Blue Shield of Wisconsin (Cobalt) on
September 24, 2003 who becomes an Eligible Employee in connection with the
acquisition by the Company will receive credit under the Plan for all service
with Cobalt completed prior to September 24, 2003, provided, however, that
no such Eligible Employee will be eligible for the Grandfathered Match
implemented in 1997 regardless of his or her aggregated service.  2.Effective
January 1, 2004, the first sentence of Section 5.02(a) is amended in
its entirety to read as follows:  Except as provided in paragraphs (1) and (2) of
subsection (e) below, effective January 1, 2004, Matching
Contributions will equal 100% (or a lesser percentage determined by each
Participating Company before the payroll period) of the Salary Deferral
Contribution (not taking into account any Catch Up Contributions) that the
Participant directed during the Plan Year, while eligible for Matching
Contributions as provided in Section 5.02(h) of the Plan.  3.Effective
January 1, 2004, Section 5.02(b) is amended in its entirety to read
as follows:  (b) Pre-January 1 2004 Matching
Contributions; January 1, 2004 and After Matching Contributions for
Bargaining Unit Employees.  Subject
to Sections 5.02(e)(1) 5.02(e)(2) and except as provided in (c) below,
effective November 1, 1998 through December 31, 2003, 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 (not taking into account any Catch Up Contributions) that the
Participant directed during the Plan Year, while eligible for eligible for
Matching Contributions as provided in Section 5.02(h) 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  1 
   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.  4.Effective
January 1, 2004, Section 5.02(c) is amended in its entirety to read
as follows:  (c) Grandfathered Match.  Effective November 1, 1998 through
December 31, 2003, the provisions of this subsection (c) will govern
the calculation of the Matching Contributions of a Participant with 10 or more
Years of Service at the beginning of the first payroll period beginning after
January 1, 1997 other than a Participant covered by a collective
bargaining agreement as described in Section 5.02(e) 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 (not taking into account any Catch Up Contributions) that
the Participant directed during the Plan Year, while eligible for Matching
Contributions as provided in Section 5.02(h) 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 (not taking into account any Catch Up Contributions) that
the Participant directed during the Plan Year, while eligible for Matching
Contributions as provided in Section 5.02(h) of the Plan.  Notwithstanding the foregoing, Salary
Deferral Contributions in excess of 6% of a Participants Compensation will not
be matched.  To the extend 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 (c).  5.Effective
January 1, 2004, Section 5.02(e)(2) is amended in its entirety to
read as follows:  (2)  If the
employment of an Eligible Employee is governed by the terms of a collective
bargaining agreement between UNICARE and the International Brotherhood of
Teamsters of North America Local Union 614 (Local 614 Agreement) that became
effective October 1, 2002, the Company will cover that Bargaining Unit
Employee in the Plan as in effect on the effective date of the Local 614
Agreement.  For Plan Years beginning on
or after January 1, 2004, the Matching Contributions formula contained in
subsection (b) above shall continue to apply to Bargaining Unit Employees
covered under the Local 614 Agreement.  6.Effective
January 1, 2004, Appendix VII is amended by the addition of (i) Crossroads
Acquisition Corp., a Delaware Corporation, formerly United Wisconsin Services,
Inc., (ii) Blue Cross Blue Shield of Wisconsin and (iii) Health Core, Inc. as
Participating Companies.  7.Effective
January 1, 2004, the Plan is amended by the addition of Appendix XIV which
reads as follows:  2 
   APPENDIX
XIV  PARTICIPATION
OF PROFESSIONAL EMPLOYEES INTERNATIONAL UNION
LOCAL NO. 9 AFL-CIO-CLC  This Appendix XIV is designed to describe special
provisions that apply specifically to Employees of Blue Cross Blue Shield of
Wisconsin who are members of the Professional Employees International Union
Local No. 9 AFL-CIO-CLC (hereinafter after referred to as a Union Local No. 9
Participant) and to preserve under the Plan the provisions of the BCBSUW Union
Employees 401(k) Plan that affect eligibility, participation, crediting
service, vesting, distribution options, Salary Deferral Contributions, Matching
Contributions and all other contributions to the Plan.  The provisions of the Plan shall control all
aspects of participation in the Plan, other than those provisions addressed in
this Appendix.  1.01Hour
of Service.  Hour of Service
means:  (A)Each
hour for which an Employee is paid, or entitled to payment, for the performance
of duties for an Participating Company. 
These hours shall be credited to the Employee for the computation period
in which the duties are performed; and  (B)Each
hour for which an Employee is paid, or entitled to payment by the an
Participating Company on account of a period of time during which no duties are
performed (irrespective of whether the employment relationship has terminated)
due to vacation, personal day, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty or leave of absence.  Hours under this paragraph shall be
calculated and credited pursuant to Section 2530.200b-2 of the Department
of Labor Regulations which are incorporated herein by this reference; and  (C)Each
hour for which back pay, irrespective of mitigation of damages, is either
awarded or agreed to by the Participating Company.  The same Hours of Service shall not be credited both under
subsections (A) or (B), as the case may be, and under this
subsection (C).  These hours shall
be credited to the Employee for the computation period or periods to which the
award or agreement pertains rather than the computation period in which the
award, agreement or payment is made.  (D)Each
hour for which the Employee is unpaid on account of a period of time during
which no duties are performed due to illness, incapacity (including disability),
layoff, military duty or leave of absence. 
Hours under this paragraph shall be calculated and credited pursuant to
Section 2530.200b-2 of the Department of Labor Regulations which are
incorporated herein by this reference.  (E)Notwithstanding
the above, an Hour of Service shall not include an Hour of Service on account
of a period in which the Employee does not perform any duties, if payment by
the Participating Company on the behalf of the Employee is pursuant to a plan
or program maintained solely for the purpose of complying with applicable
workers compensation, unemployment compensation or disability insurance laws,
or for any payment which is made pursuant to a long-term disability program.  3 
   (F)For
Hours of Service credited under either paragraphs (B) or (D), no more than 501
Hours of Service shall be so credited to an Employee on account of any single
continuous period during which the Employee performs no duties (whether or not
such period occurs in a single computation period).  In addition, the same Hours of Service shall not be credited
under both paragraphs (B) and (D).  (G)Hours
of Service for Employees under paragraphs (A), (B) and (C) shall be determined
by crediting each Employee with 45 Hours of Service for each week in which the
Employee would have been credited with at least one (1) Hour of Service under
paragraphs (A), (B) and (C).  However,
for classes of Employees paid on an hourly basis and for Employees for whom
records of hours are maintained, Hours of Service under paragraphs (A), (B) and
(C) shall be determined on the basis of hours for which Compensation is paid or
due.  1.02Service:  Year of Service.Service and Year of Service, for
purposes of determining vesting credit, means:  (A)an
Employee shall receive credit for one (1) Year of Service for each full Plan
Year of employment,  (B)for
the Plan Year in which the Employee is initially employed or for the Plan Year
in which the Employee terminates employment, an Employee shall receive credit
for one (1) Year of Service for the partial Plan Year of employment if the
Employee completes 1,000 or more Hours of Service.  As of each June 30, all employees hired prior to
the preceding January 1 shall be credited with 1,000 Hours of Service for
vesting purposes.  Employees who
terminate prior to June 30 and who actually work 1,000 Hours of Service
will receive credit for a full year of vesting service.  Service and Year of Service, for purposes of
determining the amount of Matching Contributions that an eligible Participant
may have allocated under Section 1.13 of this Appendix, means that an
Employee shall receive credit for one (1) Year of Service for each one-year
period beginning on the Employees Employment Commencement Date and
anniversaries thereof until the Employees Severance from Service.  Periods of temporary illness, temporary layoff and
authorized leaves of absence shall not be deemed as breaking employment and
shall be counted as Years of Service.  Notwithstanding the foregoing, if a Participant who is
vested in a portion or all of his Matching Contribution Account incurs a Break
in Service (and subsequently is rehired), any Years of Service attributable to
his prior period of employment shall be reinstated as of his Re-employment
Commencement Date, provided he completes a Year of Service following his
Re-employment Commencement Date.  A Participant shall not receive more than one (1) Year
of Service credit for any Plan Year irrespective of the number of Participating
Companies a Participant is employed by during such Plan Year.  4 
   If a Participant incurs a one year Break in Service
(and subsequently is rehired), any Years of Service attributable to his prior
period of employment shall be restored for purposes of determining the
Participants pre-separation and post-separation Account Balance as of his
Re-employment Commencement Date if the number of consecutive One Year Breaks in
Service is less than five (5) and the Participant completes a Year of Service
following his Re-employment Commencement Date.  1.03Severance
from Service Date.  Severance from
Service Date means the date on which a Participant resigns, retires, is
discharged or dies.  The Severance from
Service Date is significant in determining continuity of employment in the
determination of a Break in Service and in the determination of a Participants
vested interest in his Matching Contribution Account.  1.04Break
in Service.  Break in Service, or
a One Year Break in Service, with respect to an Employee means a period of
one or more Plan Years during which a Participant renders 500 or less Hours of
Service during each such Plan Year.  In order to prevent a One Year Break in Service from
occurring for participation and vesting purposes, an Employee or Participant
who is absent from work due to a maternity/paternity leave of absence will be
treated as having completed the number of hours that normally would have been
credited but for the absence.  Such
Employee or Participant will be credited with no more than 501 Hours of Service
in either the Plan Year in which the maternity/paternity leave begins (if the
crediting is necessary to prevent a Break in Service in that Plan Year), or in
the following year.  For purposes of
this paragraph, an Employee or Participant will be deemed to be on a
maternity/paternity leave of absence if such person is absent from work due
to:  (a) the pregnancy of the Employee
or the Participant, (b) the birth of a child of the Employee or the
Participant, (c) the placement of a child with the Employee or the Participant
in connection with the adoption of a child, or (d) the Employees or the
Participants caring for such child for a period beginning immediately
following such birth or placement.  1.05Employment
Commencement Date.  Employment
Commencement Date means the date on which an Employee first performs an Hour
of Service for the Participating Company.  1.06Re-employment
Commencement Date.  Re-employment
Commencement Date means the date on which an Employee or a Participant first
performs an Hour of Service for the Participating Company, following his
Severance from Service Date.  1.07Service
Credit.Individuals who were employed by Blue Cross Blue Shield of
Wisconsin immediately prior to January 1, 2004, were members of Local No.
9 will receive credit under the Plan for all their service under the BCBSUW
Union Employees 401(k) Plan, 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.  1.08Participation.  (A)Any
Employee who was a Participant pursuant to the terms of the BCBSUW Union
Employees 401(k) Plan in effect on December 31, 2003 and who is actively  5 
   employed by the Participating Company on
January 1, 2004 shall be a Participant in this Plan as of January 1,
2004.  (B)With
respect  to any Employee who has not
satisfied the participation requirements under (A) on or after January 1,
2004, each such Employee shall become a Participant in the Plan on the
January 1, April 1, July 1, or October 1 coincident with or
next following his completion of twelve (12) consecutive months of service in
which he works 1,000 Hours of Service. 
In the event an Employee fails to complete 1,000 Hours of Service,
during his initial twelve (12) month period of employment, he shall become a
Participant on the January 1 next following his completion of 1,000 Hours of
Service during the Plan Year which contains the first anniversary (or
succeeding anniversaries) of his Employment Commencement Date (or Re-employment
Commencement Date).  1.09Duration
Of Participation.  An Employee who
becomes a Participant shall continue to be a Participant until he terminates
employment.  If a Participant has a one
(1) Year Break in Service before he is entitled to receive (then or thereafter)
a benefit hereunder, he thereupon shall cease to be a Participant, and shall so
remain unless he again becomes a Participant as specified in Section 1.08.  1.10Participation
Following a Break In Service.  Any
Participant who incurs a Break in Service (due to termination of employment or
otherwise) on and after the January 1, 1997 (or any Participant who had
terminated his employment and subsequently returned to active employment before
incurring a Break in Service) shall be subject to the following rules for
determining his participation in the Plan:  (A)If
the Participant is rehired before he has a Break in Service, he shall again
participate in the Plan as of his Re-employment Commencement Date.  (B)If
a Participant incurs a Break in Service and following that Break in Service
again completes a twelve (12) consecutive month period of employment during
which he works 1,000 Hours of Service, he shall again be eligible to
participate in the Plan on the date set forth in Section 1.08 as if he
were a new employee as of his Re-employment Commencement Date.  1.11Rights
Upon Transfer.  (A)Transfers
to Non-Covered Job Classification: 
If a Participant is transferred to a job classification with the
Participating Company whereby he is no longer eligible to be covered under the
Plan (as set forth in Section 1.08), such Participant shall cease active
participation in the Plan and, no further contributions will be made on his
behalf under this Appendix from and after the effective date of the transfer.  (B)Transfers
to Covered Job Classification:  If
an Employee is transferred to a job classification whereby he is eligible to be
covered under the Plan (as set forth in Section 1.08), such Employee shall
become a Participant as of the later of his date of transfer or the date he
satisfies the requirements of Section 1.08.  Such transferred Employee shall be credited with Service for
vesting purposes for any employment with the Participating Company before the
date  6 
   of transfer, and shall continue to vest in any
transferred account balance at least as rapidly as such Employee vested under
such other plan.  1.12Salary
Deferral Contributions. 
Section 5.01 shall apply except that the maximum Salary Deferral
Contribution shall be 40% of Compensation for each payroll period.  1.13Matching
Contributions.  Section 5.02
shall apply except that a Participants Matching Contributions for a Plan Year
shall be limited to 50% of a Participants Salary Deferral Contribution not to
exceed the 401(a)(17) Limit in effect for the Plan Year.  Notwithstanding the foregoing, Salary
Deferral Contributions in excess of the following schedule will not be
matched:  Years of Service
  
  Percentage of Compensation
  That May Be Matched1 but less than 2
  
  1
  %2 but less than 3
  
  2
  %3 but less than 4
  
  3
  %4 but less than 5
  
  4
  %5 or more
  
  5
  %  1.14Distribution
Options.  A Participant may elect to
receive his or her account balance in the form of a single sum cash payment or
in equal installments to be paid either over a period not exceeding (i) fifteen
(15) years and the life expectancy of the Participant, or the joint life
expectancy of the Participant and his or her designated Beneficiary or (ii) the
life expectancy of the Participant or the joint life expectancy of the
Participant and his or her designated Beneficiary.  1.15Distribution
Upon Termination Of Employment.  If
a Participants Severance from Service Date occurs because of the Participants
resignation or dismissal, such Participant shall be entitled to receive a
distribution of 100% of the balance of his or her Accounts, plus the vested
percentage of his Matching Contributions Account as soon as feasible following
his Severance from Service Date, provided such Participant complies with such
administrative procedures for distribution as are authorized by the Committee.  The balance of a Participants Accounts upon
distribution shall be based on the value of such Accounts as of the Valuation
Date on which the administrative procedures authorized by the Committee for
distribution are completed.  The vested
percentage of his Matching Contributions Account shall be determined in
accordance with the following schedule:  Years of Service Completed
  at Severance from Service Date
  
  Nonforfeitable PercentageLess than 1 Year
  
  0
  %1 but less than 2 Years
  
  20
  %2 but less than 3 Years
  
  35
  %3 but less than 4 Years
  
  50
  %4 but less than 5 Years
  
  65
  %5 but less than 6 Years
  
  80
  %6 Years or More
  
  100
  %  7 
   Notwithstanding the above schedule, a Participant will
be 100% vested in his Participating Company Matching Contribution Account upon
the attainment of his Normal Retirement Age.   IN WITNESS WHEREOF, WellPoint Health Networks Inc. has
caused this Amendment to be executed this 31st day of December, 2003   WELLPOINT HEALTH NETWORKS INC.By:
  /s/ J. Thomas Van
  Berkem  8