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                                                                 Exhibit 10.8(i)

                              EMPLOYMENT AGREEMENT
                              --------------------

            THIS EMPLOYMENT AGREEMENT ("Agreement"), is by and between Anthem
Insurance Companies, Inc., an Indiana mutual insurance company (the "Company"),
with offices located at 120 Monument Circle, Indianapolis, Indiana, and Keith R.
Faller (the "Executive"), residing at 668 West 62nd Street, Indianapolis,
Indiana 46260, dated as of the 1st day of January, 1999.

                              W I T N E S S E T H:
                              -------------------

            WHEREAS, the Company (which hereinafter also includes subsidiaries
of the Company) desires to assure itself of the services of the Executive for
the period provided in this Agreement, and the Executive is willing to serve in
the employ of the Company on a full-time basis for such period, all in
accordance with the terms and conditions contained in this Agreement;

            NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the Company and the Executive hereby agree as follows:

            1. Condition of Employment. The Company hereby employs the Executive
and the Executive hereby accepts such employment for the period provided for in
Section 2, all upon the terms and conditions contained in this Agreement. As a
condition to the Executive's employment, the Executive affirms and represents
that the Executive is under no obligation to any former employer or other person
which is in any way inconsistent with, or which imposes any restriction upon,
the employment of the Executive by the Company or the Executive's undertakings
under this Agreement.

            2. Term of Employment. Unless sooner terminated pursuant to Section
7, the term of the Executive's employment under this Agreement shall be for a
period commencing on the date hereof through the 31st day of December, 2001
("Term").

            3. Duties. During the Term, the Executive shall provide executive,
administrative and managerial services to the Company and perform such other
reasonable employment duties as the Chief Executive Officer of the Company may
from time to time prescribe. The Executive shall also serve as a director of any
of the Company's subsidiaries to which he is elected.

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            The Executive shall, except to the extent approved by the Chief
Executive Officer, (i) devote his full-time to the services required of the
Executive, (ii) render his services exclusively to the Company and (iii) use his
best efforts, judgment, and energy to improve and advance the business and
interests of the Company in a manner consistent with the duties of the
Executive's position. The Executive may serve on boards of directors or advisory
boards of businesses that are not competitors of the Company or which do not
create a conflict of interest or on the boards of civic and not for profit
organizations. The Executive has disclosed in writing such memberships to the
Chief Executive Officer prior to the execution of this Agreement and shall
disclose such information, at least, annually thereafter.

            4. Compensation. As compensation for the services to be performed by
the Executive during the Term, the Company shall provide to the Executive:

                  (a) an annual base salary of not less than three hundred
      twenty-five thousand dollars ($325,000) ("Salary");

                  (b) a target annual incentive opportunity of not less than
      seventy percent (70%) of the Salary ("Target Annual Incentive"). The
      performance goals required to earn the Target Annual Incentive shall be
      approved by the Board of Directors and communicated to the Executive prior
      to the end of the first quarter of the year for which the opportunity
      pertains; and

                  (c) a target annualized long-term incentive opportunity of not
      less than ninety percent (90%) of the Salary ("Target Long-Term
      Incentive"). The performance goals required to earn the Target Long-Term
      Incentive shall be approved by the Board of Directors and communicated to
      the Executive

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      prior to the end of the first quarter of the performance period for which
      the opportunity pertains. If such performance period is longer than one
      year, the Target Long-Term Incentive opportunity shall be adjusted
      accordingly based on the number of years in the performance period.

            Should the Company elect to increase any element of the Executive's
compensation during the Term, the Agreement shall be deemed amended to
incorporate the new increased Salary or Target Annual Incentive or Target
Long-Term Incentive effective as of the date specified for the increase. The
payment of any compensation hereunder shall be subject to applicable withholding
and payroll taxes, and such other deductions as may be required under the
Company's employee benefit plans, and shall be paid in accordance with the
Company's normal payroll and incentive administration practices as they may
exist from time to time.

            5. Benefits. In addition to the payments set forth in Section 4, the
Executive shall:

                  (a) be eligible to participate in all fringe benefits, paid
      time off program, incentive plans, and retirement programs, both
      tax-qualified and non-qualified, that may be provided by the Company for
      its executives, in accordance with the provisions of any such programs or
      plans;

                  (b) be eligible to participate in any life, disability or
      other similar insurance plans, medical and dental plans or other employee
      welfare benefit plans that may be provided by the Company for its
      executives, in accordance with the provisions of any such plans; and

                  (c) be eligible to participate in any postretirement medical,
      dental and life insurance plans that may be provided by the Company for
      its executives, in accordance with the provision of any such plans, but
      with the payment of whatever contribution that the Company requires that
      other such retirees would pay for such coverage.

            6. Expenses. The Company shall, in accordance with and to the extent
of its policies, pay all ordinary and necessary business expenses incurred by
the Executive in performing his duties as an executive. The Executive shall
account promptly for all such business expenses in the manner prescribed by the
Company.

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            7. Termination. The Executive's employment shall be terminated upon
the occurrence of any of the following:

                  (a) the death of the Executive;

                  (b) the Executive's disability (as such term is defined in the
      Company's executive long-term disability plan) ("Disability");

                  (c) the termination of employment by the Executive for any
      reason;

                  (d) the termination of employment by the Company For Cause (as
      defined below); or

                  (e) the termination of employment by the Company other than
      For Cause.

            The term "For Cause" or "Cause" shall mean a reasonable
determination by the Company that the Executive (i) has been convicted of a
felony, (ii) has engaged in an activity which, if proven in a criminal
proceeding, could result in conviction of a felony involving dishonesty or
fraud, or (iii) has willfully engaged in gross misconduct likely to be
materially damaging or materially detrimental to the Company. In order to be
effective, the Company must give the Executive at least sixty (60) calendar days
advance written notice of its intent to terminate his employment "For Cause"
setting forth the specific action(s) by the Executive which triggered the notice
and such written notice must be received by the Executive no more than one
hundred eighty (180) calendar days after the Company learned of the action(s)
giving rise to the "For Cause" termination.

            8. Death of The Executive. In the event the Executive's employment
is terminated as a result of the Executive's death, the Company shall have no
further obligations or liabilities under this Agreement except that the Company
shall pay the following to the estate of the Executive:

                  (a) for the lesser of six (6) months or the unexpired portion
      of the Term, the Executive's Salary;

                  (b) all unvested, prior Long-Term Incentive awards;

                  (c) the Annual Incentive and Long-Term Incentive awards for
      the year of death, based upon the achievement of the performance goals for
      the plans for the entire year of death prorated to reflect the full number
      of months the Executive was employed during that year; and

                  (d) for the remainder of the year of death, an amount equal to
      fifty percent (50%) of any Target Annual Incentive and Target Long-Term
      Incentive opportunity which the Executive would otherwise have been
      eligible to receive as of the effective date of the executive's
      termination of employment.





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            9. Disability of The Executive. In the event the Executive's
employment is terminated as a result of the Executive's disability, the Company
shall have no further obligations or liabilities under this Agreement except
that the Company shall pay the following to the Executive if the Executive
satisfies the terms of Section 13:

                  (a) for the lesser of six (6) months or the unexpired portion
      of the Term, the Executive's Salary, reduced by any payments to be
      received by the Executive under the Company's Executive Long-Term
      Disability Plan for the same period;

                  (b) all unvested, prior Long-Term Incentive awards;

                  (c) the Annual Incentive and Long-Term Incentive awards for
      the year of disability, based upon the achievement of the performance
      goals for the plans for the entire year of disability prorated to reflect
      the full number of months the Executive was employed during that year;

                  (d) for the remainder of the year of disability, an amount
      equal to fifty percent (50%) of any Target Annual Incentive and Target
      Long-Term Incentive opportunity which the Executive would otherwise have
      been eligible to receive as of the effective date of the Executive's
      disability; and

                  (e) for the lesser of six (6) months or the unexpired portion
      of the Term, the medical and dental plan benefits for which the Executive
      would otherwise have been eligible to receive as of the effective date of
      the Executive's disability.

            10. Executive-Initiated Termination or Company-Initiated For Cause.
If the Executive terminates this Agreement for any reason or the Company
terminates this Agreement For Cause, the Company shall have no further
obligations and liabilities under this Agreement after the termination of
employment.

            11. Termination Other Than For Cause. In the event the Executive's
employment is terminated by the Company other than For Cause, the Company shall
have no further obligations or liabilities under this Agreement except that the
Company shall pay, for the greater of one (1) year or the remainder of the Term,
the following to the Executive if the Executive satisfies the terms of Section
13:

                  (a) the Executive's Salary;

                  (b) all unvested, prior Long-Term Incentive awards;

                  (c) the Annual Incentive and Long-Term Incentive awards for
      the year of termination, based upon the achievement of the performance
      goals for the plans for the entire year of termination prorated to reflect
      the full number of months the Executive was employed during that year;

                  (d) an amount equal to fifty percent (50%) of any Target
      Annual Incentive and Target Long-Term Incentive opportunity which the
      Executive would otherwise have been eligible to receive as of the
      effective date of the Executive's termination of employment; and

                  (e) the medical and dental plan benefits for which the
      Executive would otherwise have been eligible to receive as of the
      effective date of the Executive's termination of employment.

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            12. Payment of Compensation Described in Sections 8, 9, or 11. The
compensation items specified in Sections 8, 9, or 11 shall be paid as follows:

                  (a) the Salary shall be paid over the remaining Term or other
      period as described in Sections 8, 9 or 11 in accordance with the
      Company's normal payroll practices;

                  (b) the prior unvested Long-Term Incentive awards shall be
      paid within ninety (90) days after the termination of employment; and

                  (c) the current and future Annual Incentive and Long-Term
      Incentive awards and opportunities shall be paid within ninety (90) days
      after the end of the calendar year for which the incentive applied.

            13. Execution of Release. As a condition of receiving the
compensation and benefits described in Sections 9 or 11, the Executive shall
first execute a release of any and all claims arising out of the Executive's
employment with the Company or the Executive's separation from such employment
(including, without limitation, claims relating to age, disability, sex or race
discrimination to the extent permitted by law), excepting only claims arising
out of the alleged breach of this Agreement or of any other written contract
between the Executive and the Company. Such release shall be in a form
reasonably satisfactory to the Company and shall comply with any applicable
legislative or judicial requirements, including, but not limited to, the Older
Workers Benefit Protection Act. An example of such release is attached as
Attachment A.

            14. Protection of the Company's Business. The Executive acknowledges
that in the course of his employment he will acquire knowledge of trade secrets
and confidential data of the Company. Such trade secrets and confidential data
may include, but are not limited to, confidential product information, provider
contracts, customer lists, technical information, methods by which the Company
proposes to compete with its business competitors, strategic and business plans,
confidential reports prepared by business consultants which may reveal strengths
and weaknesses of the Company and its competition and similar information
relating to the Company. The Executive, in order to perform his obligations
under this Agreement, must necessarily acquire knowledge of such trade secrets
and confidential data, all of which the Executive acknowledges are not known
outside the business of the Company, are known only to a limited group of its
top executives and directors, are protected by strict measure to

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preserve secrecy, are of great value to the Company, are the result of the
expenditure of large sums of money, are difficult for an outsider to duplicate,
and disclosure of which would be extremely detrimental to the Company. The
Executive covenants to keep all such trade secrets or confidential data secret
and not to release such information to persons not authorized by the Company to
receive such secrets and data, both during the term of this Agreement and at all
times following its termination. The Executive acknowledges that trade secrets
and confidential data need not be expressly marked as such by the Company.

            15. Documents, Etc. All records, files, documents, equipment and the
like shall be, and remain, the sole property of the Company. The Executive, on
the termination of his employment, shall immediately return to the Company all
such items without retention of any copies.

            16. Limited Non-Competition. During the Executive's employment and
for a limited time thereafter, the Company must protect its legitimate business
interests by limiting the Executive's ability to compete with the Company. This
limited non-competition provision is drafted narrowly so as to be able to
safeguard the Company's legitimate business interests while not unreasonably
interfering with the Executive's ability to obtain other employment. The Company
does not intend, and the Executive acknowledges, that this limited
non-competition provision is not an attempt to prevent the Executive from
obtaining other employment. The Executive further acknowledges that the Company
may need to take action, including litigation, to enforce this limited
non-competition provision, which efforts the parties stipulate shall not be
deemed an attempt to prevent the Executive from obtaining other employment.

                  (a) During Employment By Company. During the Executive's
      employment, Executive shall not, directly or indirectly, have any
      ownership interest in, work for, advise, manage, or act as an agent or
      consultant for, or have any business connection or business or employment
      relationship with any person or entity that competes with the Company or
      that contemplates competing with the Company without the prior written
      approval of the Chief Executive Officer.

                  (b) During Post-Employment Period. For a period of one (1)
      year after the Executive's termination of employment (regardless of the
      reason), or for the duration of the Executive's receipt of Salary under
      Section 11, whichever is longer, the Executive shall not:

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                        (i)(A) directly or indirectly have any ownership
      interest in any entity or person engaged in development or sale of a
      product or service which competes with or is substantially similar to any
      product or service sold by the Company, in any jurisdiction in which the
      Company operates or in which the Company reasonably expects to operate
      pursuant to provisions of a strategic plan adopted by the Board of
      Directors;

                        (i)(B) directly or indirectly have any ownership
      interest in any entity or person engaged in development or sale of a
      product or service which competes with or is substantially similar to any
      product or service sold by the Company, within the geographical area in
      which the Executive has been performing services on behalf of the Company
      or for which he has been assigned responsibility at any time within the
      twenty-four (24) months preceding his termination;

                        (ii)(A) in a competitive capacity, directly or
      indirectly work for, advise, manage, or act as an agent or consultant for
      or have any business connection or business or employment relationship
      with any entity or person engaged in development or sale of a product or
      service which competes with or is substantially similar to any product or
      service sold by the Company, in any jurisdiction in which the Company
      operates or in which the Company reasonably expects to operate pursuant to
      provisions of a strategic plan adopted by the Board of Directors;

                        (ii)(B) in a competitive capacity, directly or
      indirectly work for, advise, manage, or act as an agent or consultant for
      or have any business connection or business or employment relationship
      with any entity or person engaged in development or sale of a product or
      service which competes with or is substantially similar to any product or
      service sold by the Company, within the geographical area in which the
      Executive has been performing services on behalf of the Company or for
      which the Executive has been assigned responsibility at any time within
      the twenty-four (24) months preceding his termination;

                        (iii)(A) directly or indirectly market, sell or
      otherwise provide any product or service which is competitive with or
      substantially similar to any product or service sold by the Company, to
      any customer of the Company with whom the Executive has had contact
      (either directly or

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      indirectly) or over which he has had responsibility at any time within the
      twenty-four (24) months preceding his termination;

                        (iii)(B) directly or indirectly market, sell or
      otherwise provide any product or service which is competitive with or
      substantially similar to any product or service sold by the Company, to
      any customer of the Company; and

                        (iv) directly or indirectly, on behalf of the Executive
      or any third party, make any business contacts with, solicit or accept
      business from any customer of the Company for any product or service which
      is competitive with or substantially similar to any product or service
      sold by the Company;

                  (c) Separate and Several Covenants. The Executive acknowledges
      that after termination of his employment, he will inevitably possess trade
      secrets and confidential data of the Company which he would inevitably use
      if he were to engage in conduct prohibited as set forth above, and such
      use would be unfair to and extremely detrimental to the Company. The
      Executive further acknowledges that in view of the benefits provided him
      by this Agreement, such conduct on his part would be inequitable.
      Accordingly, the Executive separately and severally covenants for the
      benefit of the Company to keep each of the covenants described in this
      Section 16 for the period specified above.

                  (d) Acknowledgment of the Company's Superseding Interest in
      Protecting its Business. The Executive recognizes that personal
      relationships between the Company, its employees and customers are
      essential to the Company's business operations and that the Company
      furthers such relationships by investments of time and money. The
      Executive recognizes that this Agreement is reasonably necessary to
      protect the Company's legitimate interest in its customers, and to protect
      the Company's confidential information and goodwill, and acknowledges that
      nothing contained in this Agreement shall unreasonably alter the
      Executive's ability to obtain a livelihood or preclude the Executive from
      engaging in his profession. The Executive, therefore, acknowledges that
      the Company's interest in maintaining its relationships with its
      established customers for at least one (1) year after termination of the
      Executive's employment, or for the duration of the Executive's receipt of
      Salary under

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      Section 11, whichever is longer, supersedes any interest of the Executive
      in soliciting, servicing, or accepting the Company's customers on behalf
      of any entity other than the Company during that period of time.

                  (e) Publicly Traded Stock. Nothing in the foregoing provisions
      of this section prohibits the Executive from purchasing for investment
      purposes only, any stock or corporate security traded or quoted on a
      national securities exchange or national market system.

                  (f) Maximum Application. The parties expressly agree that the
      terms of this limited non-competition provision under this section are
      reasonable, enforceable, and necessary to protect the Company's interests,
      and are valid and enforceable. In the unlikely event, however, that a
      court of competent jurisdiction were to determine that any portion of this
      limited non-competition provision is unenforceable, then the parties agree
      that the remainder of the limited non-competition provision shall remain
      valid and enforceable to the maximum extent possible.

            17. Other Limited Prohibitions. During the Executive's employment
and for one (1) year after termination, or for the duration of the Executive's
receipt of Salary under Section 11, whichever is longer, the Executive shall
not:

                  (a) request or advise any customer of the Company, or any
      person or entity having business dealings with the Company, to withdraw,
      curtail or cease such business with the Company;

                  (b) disclose to any person or entity the identities of any
      customers of the Company, or the identity of any persons or entities
      having business dealings with the Company; or

                  (c) directly or indirectly influence or attempt to influence
      any other employee of the Company to separate from the Company.

            18. Specific Enforcement/Injunctive Relief. The Executive agrees
that it would be difficult to measure damages to the Company from any breach of
the covenants contained in Sections 14 through 17, but that such damages from
any breach would be great, incalculable and irremediable, and that damages would
be an inadequate remedy. Accordingly, the Executive agrees that the Company

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may have specific performance of the terms of this Agreement in any court
permitted by this Agreement. In addition, if the Executive violates the
non-competition provisions of Section 16 or 17, the Executive agrees that any
period of such violation shall be added to the term of the non-competition. For
example, if the Executive violates the provision for three (3) months, the
Company shall be entitled to enforce the non-competition provision for one (1)
year, or for the duration of the Executive's receipt of Salary under Section 11,
plus three (3) months post-termination. In determining the period of any
violation, the parties stipulate that in any calendar month in which the
Executive engages in any activity violative of the non-competition provision,
the Executive is deemed to have violated the non-competition provision for the
entire month, and that month shall be added to the duration of the
non-competition provision as set out above. The parties agree however, that
specific performance and the "add back" remedies described above shall not be
the exclusive remedies, and the Company may enforce any other remedy or remedies
available to it either in law or in equity including, but not limited to,
temporary, preliminary, and/or permanent injunctive relief.

            19. Severability. If any provision of this Agreement is held
invalid, such invalidity shall not affect the other provisions of this Agreement
which shall be given effect independently of the invalid provisions and, in such
circumstances, the invalid provision is severable.

            20. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Indiana. The parties expressly agree that it is
appropriate for Indiana law to apply to: (i) the interpretation of the
Agreement; (ii) any disputes arising out of this Agreement; (iii) any disputes
arising out of the employment relationship of the parties; and (iv) any and all
other disputes between the parties.

            21. Choice of Forum. The Company is based in Indiana, and the
Executive understands and acknowledges the Company's desire and need to defend
any litigation against it in Indiana. Accordingly, the parties agree that any
claim of any type brought by the Executive against the Company or any of its
employees or agents must be maintained only in a court sitting in Marion County,
Indiana, or, if a federal court, the Southern District of Indiana, Indianapolis
Division.

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            The Executive further understands and acknowledges that in the event
the Company initiates litigation against the Executive, the Company may need to
prosecute such litigation in the Executive's forum state, in the State of
Indiana, or in such other state where the Executive is subject to personal
jurisdiction. Accordingly, the parties agree that the Company can pursue any
claim against the Executive in any forum in which the Executive is subject to
personal jurisdiction. The Executive specifically consents to personal
jurisdiction in the State of Indiana.

            22. Mandatory Arbitration. Any controversy or claim arising out of,
or relating to this Agreement, or the breach thereof, other than a claim arising
out of the Executive's breach of the confidentiality and non-competition
provisions of Section 14 through 18, shall be settled by arbitration in
Indianapolis, Indiana, in accordance with the Rules of the American Arbitration
Association before arbitrators who are licensed to practice law. The arbitrator
or arbitrators shall apply the substantive law of Indiana or federal law, or
both, as applicable to the dispute. Any award entered shall be final, binding
and nonappealable, and judgment upon the award rendered by the arbitrator or
arbitrators may be entered in any court having jurisdiction thereof.

            In the event that the Company refuses or otherwise fails to make a
payment when due and it is ultimately decided that the Executive is entitled to
such payment, such payment shall be increased to reflect an interest equivalent
for the period of delay, compounded annually, equal to the prime or base lending
rate used by Bank One Indiana, NA, and in effect as of the date the payment was
first due.

            23. Non-Jury Trials. Notwithstanding the provisions of Sections 18
and 22 above, and if the provisions of Section 18 or 22 above are not
enforceable, the Executive expressly waives any rights to a jury trial and
agrees that any claim of any type made against the Company or its agents or
executives (including, but not limited to, employment discrimination litigation,
wage litigation, defamation, or any other claim) lodged in any court will be
tried, if at all, without a jury.

            24. Nonalienation of Benefits. Except as may otherwise be required
by law, no right to receive payments under this Agreement shall be subject to
anticipation, commutation, alienation, sale, assignment, encumbrance, charge,
pledge, bankruptcy or hypothecation or to exclusion, attachment, levy or

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similar process or assignment by operation of law, and any attempt, voluntary or
involuntary, to effect any such action shall be null, void and of no effect.

            25. Legal Fees and Cost. All legal and other fees and expenses,
including, without limitation, any arbitration expenses, incurred by the
Executive in connection with contesting or disputing any termination of
employment, in seeking to obtain or enforce any right or benefit provided for in
this Agreement, or in otherwise pursuing any right or claim, shall be paid by
the Company, to the extent permitted by law, provided that the Executive makes a
formal written settlement demand prior to trial or arbitration and is ultimately
successful, in obtaining through trial or arbitration more than fifty percent
(50%) of the monetary relief sought, in his final written settlement demand
exclusive of attorney's fees.

            26. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and will be deemed to have been
given when delivered in person (to the Executive if such notice is for the
Executive) or five (5) days following sending by overnight courier or mailing by
first class, certified or registered mail, postage prepaid, to the Executive at
his home address, or such addresses as the Executive shall have designated in
writing, or if to the Company, to the attention of the Corporate Secretary, at
the Company's principal place of business, 120 Monument Circle, Indianapolis,
Indiana 46204.

            27. Headings. The various headings of this Agreement are inserted
for convenience only and shall not affect the meaning or interpretation of this
Agreement or any of its provisions.

            28. Successors and Assigns. The rights and obligations of the
Company under this Agreement shall inure to its benefit, its successors and
affiliated companies and shall be binding upon the successors and assigns of the
Company. This Agreement, being personal to the Executive, cannot be assigned by
the Executive, but his personal representative shall be bound by all its terms
and conditions.

            29. Waiver and Amendments, Etc. Failure of the Company to insist
upon strict compliance with any terms or provisions of this Agreement shall not
be deemed a waiver of any terms, provisions or rights of the Company. Moreover,
no modifications, amendments, extensions or waivers of this

                                     - 13 -
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Agreement or any provisions hereof shall be binding upon the Company or the
Executive unless in writing and signed by the Executive and the Company.

            30. Complete Agreement. This Agreement constitutes the entire
employment agreement of the parties and supersedes all prior employment
agreements addressing the terms, conditions, and issues contained herein.
Nothing in this Agreement, however, affects any separate written agreements
addressing other terms and conditions and issues agreed to by the parties.

            31. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.

            IN WITNESS WHEREOF, the Company and the Executive have duly executed
and delivered this Agreement effective as of the day and year first above
written.

                                          Keith R. Faller

                                          /s/ Keith R. Faller
                                          ------------------------------------
                                          Anthem Insurance Companies, Inc.


                                          By:   /s/ L. Ben Lytle
                                                ------------------------------
                                          Name:    L. Ben Lytle
                                                ------------------------------
                                          Title:   Chairman, President & CEO
                                                ------------------------------

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                                 ATTACHMENT A
                         RELEASE AND WAIVER AGREEMENT

     This Release and Waiver Agreement ("Agreement") is entered into on this __
day of __________, ____, by and between Anthem Insurance Companies, Inc.,
including its subsidiaries and affiliates (the "Company") and Keith R. Faller
(the "Executive").

     NOW, THEREFORE, the parties agree to the following:

     1.  The Executive and the Company acknowledge and agree that the
Executive's last day of employment with the Company or one of its affiliates
shall be ___________________.  Service credit for purposes of all Company
benefits, including but not limited to the Anthem Cash Balance Pension Plan,
will terminate as of that date.

     2.  The Company agrees that it will pay to the Executive the amounts
described in Section [9 or 11] of the Employment Agreement between the Company
and the Executive effective ______________ ("Employment Agreement"). All
payments made pursuant to Section [9 or 11] of the Employment Agreement shall be
made pursuant to Section 12 of the Employment Agreement.  The Executive will
also be entitled to any benefits described in Section [9 or 11] of the
Employment Agreement for the duration noted therein.

     3.  Any and all benefits not specifically discussed in this Agreement or
provided by law will cease on [termination date from paragraph 1].
                              -----------------------------------

     4.  The provisions of the Employment Agreement relating to Protection of
the Company's Business, Documents, Limited Non-Competition, Other Limited
Prohibitions, and Specific Enforcement (Sections 14, 15, 16, 17, and 18) shall
remain in full force and effect upon termination of employment.  The Executive
acknowledges that he possesses trade secrets and confidential data of the
Company and further acknowledges that the provisions of Sections 14 through 18
of the Employment Agreement are reasonably necessary to protect the Company's
legitimate business interests, confidential data, and goodwill.

     5.  The Executive hereby forever releases and waives as against the
Company, its subsidiaries and affiliates, and each of their directors, officers,
employees and agents, any and all legal and  equitable causes of action and
claims which the Executive possesses, whether known or unknown, including, but
not limited to, any such causes of action and claims relating to the Employee's
employment with, or termination of employment from, the Company or any of its
affiliates, including any and all rights, entitlements or claims under any and
all federal, state and local laws and regulations, all as amended, including,
but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights
Act of 1991 and the Americans with Disabilities Act of 1990.  The Executive
further expressly and specifically waives any and all rights and claims under
the Age Discrimination in Employment Act of 1967 and the Older Workers' Benefit
Protection Act (collectively referred to as the "Act").  The Executive
acknowledges and agrees that this waiver of any right or claim under the Act
(hereinafter "Waiver") is
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knowing and voluntary, and specifically agrees as follows: that this Waiver is
written in a manner which he understands; that this Waiver specifically relates
to rights or claims under the Act; that he does not waive any rights or claims
under the Act that may arise after the date of execution of this Agreement; that
he waives rights or claims under the Act in exchange for consideration in
addition to anything of value to which he already is entitled; and that he has
been advised in writing to consult with an attorney prior to executing it. The
Executive acknowledges that he understands that he has twenty-one (21) days
after receipt of this Agreement to decide whether to accept it and that he may
revoke any acceptance of this Agreement within seven (7) days of such
acceptance. This Agreement shall not become effective until the seven (7)-day
revocation period has expired and no amounts will be paid to the Executive until
the seven (7)-day revocation period has expired.

     6.  It is understood and agreed between the Executive and the Company that
this Agreement shall in no way affect any claims of the Executive arising out of
Social Security, Worker's Compensation, or Unemployment Laws.

     7.  The Company and the Executive agree that any breach of the terms of
this Agreement may, at the Company's discretion, result in the immediate
termination of any subsequent payments to be made under this Agreement.  In the
event of a breach of this Agreement or any dispute regarding this Agreement, the
provisions of the Employment Agreement relating to Specific Enforcement,
Governing Law, Choice of Forum, Mandatory Arbitration, Non-Jury Trials, and
Legal Fees and Costs (Sections 18, 20, 21, 22, 23, and 25) shall remain in full
force and effect.

     8.  The Executive expressly agrees that the consideration designated in
this Agreement is sufficient for the terms of this Agreement.  The Executive
further agrees that upon the execution of this Agreement he will keep
confidential and not disclose the existence or terms of this Agreement unless
compelled to do so by a court or administrative body.

     9.  The rights and obligations hereunder shall not be assigned or
transferred by the Executive and shall be binding upon and inure to the benefit
of the Executive, his heirs, legatees and legal representatives, and the
Company, its subsidiaries and affiliates, successors and assigns.  No waiver of
any breach of this Agreement shall be deemed or construed as a waiver of any
other or subsequent breach.  Any amendment of this Agreement shall be effective
only if in writing and signed by both parties.  If any provision of this
Agreement shall be held invalid under applicable laws, such provision shall be
ineffective only to the extent of any invalidity without invalidating the
remainder of such provision or the remaining provisions of this Agreement.  This
Agreement contains the entire agreement between the parties and supersedes all
prior agreements, whether oral or written, between the parties.  The terms of
this Agreement shall be governed by Indiana law.  The parties represent that
they have read and understood this Agreement, and the officer executing this
document on behalf of the Company represents that he has the authority to do so.

     10.  This Agreement shall not be effective or enforceable against the
Company until the seven (7)-day revocation period has expired or if the
Executive revokes it not later than
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seven (7) days after he signs it. This revocation must be in writing and must be
personally delivered, or sent by certified mail to:

                              Corporate Secretary
                                 Anthem, Inc.
                              120 Monument Circle
                          Indianapolis, Indiana 46204

     11.  The Executive expressly acknowledges that he understands all of the
provisions of this Agreement and is voluntarily entering into this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement.

Keith R. Faller                              Anthem Insurance Companies, Inc.


_____________________________                By:________________________________

                                             Printed:___________________________

                                             Title:_____________________________