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                                                                    EXHIBIT 10.2


                       ANTHEM EMPLOYEE STOCK PURCHASE PLAN

1. PURPOSE

      The purpose of the Anthem Employee Stock Purchase Plan (the "Plan") is to
secure for the Company and its stockholders the benefits of the incentive
inherent in the ownership of Company Stock by eligible present and future
employees of the Company and its designated Subsidiaries. The Plan is intended
to comply with the terms of Code section 423 and Rule 16b-3 of the Act.

2. DEFINITIONS

      Where indicated by initial capital letters, the following terms shall have
the following meanings:

      (a) "Act" means the Securities Exchange Act of 1934, as amended.

      (b) "Board" means the Board of Directors of the Company.

      (c) "Code" means the Internal Revenue Code of 1986, as amended, or any
subsequently enacted federal revenue law.

      (d) "Committee" means the Compensation Committee of the Board, provided
that, if any member of the Committee does not qualify as both an outside
director for purposes of Code section 162(m) and a non-employee director for
purposes of Rule 16b-3, the remaining members of the Committee (but not less
than two members) shall be constituted as a subcommittee of the Committee to act
as the Committee for purposes of the Plan.

      (e) "Company" means Anthem, Inc., an Indiana corporation, and any
successor by merger, consolidation or otherwise.

      (f) "Company Stock" means the Company's common stock. In the event of a
change in the capital structure of the Company (as provided in Section 13), the
shares resulting from such change shall be deemed to be Company Stock within the
meaning of the Plan.

      (g) "Compensation" means the total earnings, prior to withholding, paid to
an Eligible Employee during the applicable pay period, including bonuses,
overtime and salary reduction contributions pursuant to a Code section 401(k)
plan. Compensation shall exclude salary reduction contributions and flex dollars
pursuant to a Code section 125 plan, tax gross ups, relocation expenses,
referral bonuses, tuition reimbursement, the imputed value of group life
insurance, the economic value attributable to the employee under split dollar
life insurance, car allowances, contest earnings (other than marketing or sales
incentives, long term incentives and any employer contributions (other than
salary reduction contributions)) to a Code section 401(k) plan.
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      (h) "Custodian" means a financial institution or other corporate entity
selected by the Company from time to time to act as custodian for the Plan.

      (i) "Eligible Employee" means any employee of the Company or its
Subsidiaries who meets the eligibility requirements of Section 5 and Section 9.

      (j) "Enrollment Form" means the form filed by a Participant with the
Committee authorizing payroll deductions.

      (k) "Fair Market Value" means the closing trading price of a share of
Common Stock, as reported on the New York Stock Exchange on the applicable Grant
Date or Investment Date, or, if the Common Stock was not quoted on such date,
the closing trading price on the last day prior thereto on which the Common
Stock was quoted.

      (l) "Grant Date" means the first business day of each quarter, as
determined by the Committee, on which shares of Common Stock are or could be
traded on the New York Stock Exchange.

      (m) "Investment Account" means the account established for each
Participant to hold Company Stock purchased under the Plan pursuant to Section
7.

      (n) "Investment Date" means the last business day of each quarter, as
determined by the Committee, on which shares of Company Stock are or could be
traded on the New York Stock Exchange.

      (o) "Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if, as of an Investment Date, each
of the corporations other than the Company owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.

      (p) "Participant" means an Eligible Employee who elects to participate in
the Plan by filing an Enrollment Form pursuant to Section 6.

      (q) "Payroll Deduction Account" means the account established for a
Participant to hold payroll deductions pursuant to Section 6.

      (r) "Plan" means the "Anthem Employee Stock Purchase Plan," as set forth
herein and as amended from time to time.

      (s) "Purchase Price" means a percentage of the lower of the Fair Market
Value of a share of Company Stock on the Grant Date or on the Investment Date.
The percentage shall be eighty-five percent (85%) unless the Committee, in its
sole discretion, increases the percentage at any time. After any such increase,
the Committee, in its sole discretion, may decrease the percentage, but not
below eighty-five percent (85%) at any time. Any increase or decrease shall be
communicated to Eligible Employees not less than thirty (30) days prior to the
first Grant Date affected by the change.

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      (t) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, as of an
Investment Date, each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

3. SHARES RESERVED FOR THE PLAN

      There shall be reserved for issuance and purchase by employees under the
Plan an aggregate of 3,000,000 shares of Company Stock, subject to adjustment as
provided in Section 13. Shares subject to the Plan shall be authorized but
unissued shares. Shares needed to satisfy the needs of the Plan may be newly
issued by the Company or acquired by purchase at the expense of the Company on
the open market or in private transactions.

4. ADMINISTRATION OF THE PLAN

      The Plan shall be administered by the Committee. Subject to the express
provisions of the Plan, the Committee shall have the authority to take any and
all actions (including directing the Custodian as to the acquisition of shares)
necessary to implement the Plan and to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to it, and to make all other
determinations necessary or advisable in administering the Plan. All of such
determinations shall be final and binding upon all persons. A quorum of the
Committee shall consist of a majority of its members and the Committee may act
by vote of a majority of its members at a meeting at which a quorum is present,
or without a meeting by a written consent to their action taken signed by all
members of the Committee. The Committee may request advice or assistance or
employ such other persons as are necessary for proper administration of the
Plan. The Committee may delegate administration of the Plan to one or more
employees or positions of the Company or any Subsidiary.

5. ELIGIBILITY

      Except as hereinafter provided, an employee of the Company, its current
Subsidiaries listed on Exhibit A attached hereto or such of its future
participating Subsidiaries as may from time to time be designated by the
Committee and listed on Exhibit B attached hereto shall be eligible to
participate in the Plan as of the first day of the quarter following the
receipt, by the Committee, of an Enrollment Form; provided, however, if the
first day of the quarter following the receipt by the Committee of an Enrollment
Form is less than 30 days after such receipt, then such employee shall be
eligible to participate in the Plan as of the first day of the second quarter
following the receipt by the Committee of an Enrollment Form, or as soon as
administratively practicable thereafter. Eligibility to participate is also
subject to the provisions of Section 9.

      No director of the Company or of any Subsidiary who is not an employee
shall be eligible to participate in the Plan. No independent contractor who is
not an employee shall be eligible to participate in the Plan. No employee of the
Company or of any Subsidiary whose customary

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employment is 20 hours or less per week shall be eligible to participate in the
Plan. No employee of the Company or of any Subsidiary whose customary employment
is for not more than five months in any calendar year shall be eligible to
participate in the Plan.

6. ELECTION TO PARTICIPATE

      Each Eligible Employee may become a Participant by filing with the
Committee an Enrollment Form in accordance with Section 5 authorizing specified
regular payroll deductions from his or her Compensation. Such regular payroll
deductions shall be in one percent (1%) increments of Compensation subject to a
minimum deduction of one percent (1%) and a maximum deduction of fifteen percent
(15%) of Compensation per pay period. All regular payroll deductions shall be
credited to the Payroll Deduction Account that the Company has established in
the name of the Participant.

      A Participant may cease his or her participation in the Plan at any time.
An Eligible Employee who has ceased to be a Participant may not again become a
Participant until such Eligible Employee has complied with Section 5. Not more
than four (4) times during any calendar year, a Participant may increase or
decrease his or her payroll deduction by filing a new Enrollment Form. Any
cessation or change in payroll deduction will be effective as of the payroll
period following the date of the Participant's election, or as soon as
administratively practicable thereafter. Once an election is in place, it may
not be revoked for the remainder of the payroll period.

7. METHOD OF PURCHASE AND INVESTMENT ACCOUNTS

      Each Participant having eligible funds in his or her Payroll Deduction
Account on an Investment Date shall be deemed, without any further action, to
have purchased the number of shares of Company Stock (including fractional
shares unless otherwise determined by the Committee) which the eligible funds in
his or her Payroll Deduction Account could purchase on that Investment Date at
the Purchase Price. All shares purchased shall be maintained by the Custodian in
a separate Investment Account for each Participant. All cash dividends paid with
respect to shares of the Company Stock held in the Investment Account shall be
added to a Participant's Payroll Deduction Account and shall be used to purchase
shares of Company Stock for the Participant's Investment Account. Expenses
incurred in the purchase of such shares shall be paid by the Company.

      All dividends distributed in-kind with respect to Company Stock held in
the Investment Account shall be added to the shares held for a Participant in
his or her Investment Account. Any distribution of shares with respect to shares
of Company Stock held for a Participant in his or her Investment Account shall
be added to the shares of Company Stock held for a Participant in his or her
Investment Account.

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8. STOCK PURCHASES

      The Custodian shall acquire shares of Company Stock for Participants as of
each Investment Date from the Company or, if directed by the Committee, by
purchases on the open market or in private transactions using total payroll
deduction amounts received by the Custodian. If shares of Company Stock are
purchased in one or more transactions on the open market or in private
transactions at the direction of the Committee, the Company will pay the
Custodian the difference between the Purchase Price and the price at which such
shares are purchased for Participants.

9. LIMITATION ON PURCHASES

      No Participant may purchase, during any one calendar year under the Plan
(or combined with any other plan qualified under Code section 423), shares of
Company Stock having a Fair Market Value (determined by reference to the Fair
Market Value on each Grant Date) in excess of $25,000. This limitation shall be
interpreted to comply with Code section 423(b)(8).

      A Participant's Payroll Deduction Account may not be used to purchase
Company Stock on any Investment Date to the extent that, after such purchase,
the Participant would own (or be considered as owning within the meaning of Code
section 424(d)) stock possessing 5% or more of the total combined voting power
of the Company or its Parent or Subsidiary. For this purpose, stock which the
Participant may purchase under any outstanding option (whether or not
exercisable) shall be treated as owned by such Participant. As of the first
Investment Date on which this paragraph limits a Participant's ability to
purchase Company Stock, the employee shall cease to be a Participant.

10. TITLE OF ACCOUNTS

      The Custodian shall maintain an Investment Account for each Participant.
Each Investment Account shall be in the name of the Participant or, if he or she
so indicates on his or her Enrollment Form, in his or her name jointly with a
member of his or her family, with right of survivorship. A Participant who is a
resident of a jurisdiction which does not recognize such a joint tenancy may
have an Investment Account in his or her name as tenant in common with a member
of his or her family, without rights of survivorship.

11. RIGHT TO SELL COMPANY STOCK IN INVESTMENT ACCOUNT

      A Participant shall have the right at any time to obtain a certificate (if
the Company Stock is certificated) for the shares (including fractional shares)
of Company Stock credited to his or her Investment Account. A Participant shall
have the right at any time to direct that any shares of Company Stock in his or
her Investment Account be sold and that the proceeds, less expenses of sale, be
remitted to him or her.

      When a Participant ceases to be a Participant, the Participant may elect
to have his or her shares sold by the Custodian and the proceeds, after selling
expenses, remitted to him or her or

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the Participant may elect to have a certificate (if the Company Stock is
certificated) for the shares of Company Stock credited to the Participant's
Investment Account forwarded to him or her. In either event, the Custodian may
sell any fractional interest held in the Participant's Investment Account to the
Company and remit the proceeds of such sale, less selling expenses, and the
balance in his or her Payroll Deduction Account to him or her.

      As a condition of participation in the Plan, each Participant agrees to
notify the Company if he or she sells or otherwise disposes of any of his or her
shares of Company Stock within two years of the Grant Date on which such shares
were purchased.

12. RIGHTS NOT TRANSFERABLE

      Rights under the Plan are not transferable by a Participant, except by
will or by the laws of descent and distribution. Rights under the Plan are
exercisable during a Participant's lifetime only by him or her, pursuant to
Section 7.

13. CHANGE IN CAPITAL STRUCTURE

      In the event of a stock dividend, spinoff, stock split or combination of
shares, recapitalization or merger in which the Company is the surviving
corporation or other change in the Company's capital stock (including, but not
limited to, the creation or issuance to shareholders generally of rights,
options or warrants for the purchase of common stock or preferred stock of the
Company), the number and kind of shares of stock or securities of the Company to
be subject to the Plan, the maximum number of shares or securities which may be
delivered under the Plan, the selling price and other relevant provisions shall
be appropriately adjusted by the Committee, whose determination shall be binding
on all persons.

      If the Company is a party to a consolidation or a merger in which the
Company is not the surviving corporation, a transaction that results in the
acquisition of substantially all of the Company's outstanding stock by a single
person or entity, or a sale or transfer of substantially all of the Company's
assets, the Committee may take such actions with respect to the Plan as the
Committee deems appropriate.

      Notwithstanding anything in the Plan to the contrary, the Committee may
take the foregoing actions without the consent of any Participant, and the
Committee's determination shall be conclusive and binding on all persons for all
purposes.

14. RETIREMENT, TERMINATION AND DEATH

      In the event of a Participant's retirement, termination of active
employment, or death, the amount in his or her Payroll Deduction Account shall
be refunded to him or her, and, unless otherwise elected, certificates (if the
Company Stock is certificated) will be issued for full shares of Company Stock
held in his or her Investment Account. If a Participant elects to have his or
her shares sold, he or she will receive the proceeds of the sale, less selling
expenses. In the event of his or her death, the amount in his or her Payroll
Deduction Account and all shares of

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Company Stock in his or her Investment Account shall be delivered to the
beneficiary designated by the Participant in writing filed with the Company. If
no beneficiary has been designated, or if the designated beneficiary does not
survive the Participant, such amount and all shares shall be delivered to his or
her estate.

15. AMENDMENT OF THE PLAN

      The Board of Directors may at any time, or from time to time, amend the
Plan in any respect; provided, however, that the shareholders of the Company
must approve any amendment that would materially (i) increase the benefits
accruing to Participants under the Plan, (ii) increase the number of securities
that may be issued under the Plan, or (iii) modify the requirements as to
eligibility for participation in the Plan.

16. TERMINATION OF THE PLAN

      The Plan and all rights of employees hereunder shall terminate:

            (a) on the Investment Date that Participants become entitled to
      purchase a number of shares greater than the number of reserved shares
      remaining available for purchase; or

            (b) at any prior date at the discretion of the Board of Directors.

      In the event that the Plan terminates under circumstances described in (a)
above, reserved shares remaining as of the termination date shall be issued to
Participants on a pro rata basis. Upon termination of the Plan, all amounts in
an employee's Payroll Deduction Account that are not used to purchase Company
Stock will be refunded.

17. EFFECTIVE DATE OF PLAN

      The Plan was approved by the Board of Directors and the Company's
shareholders on July 30, 2001 and the Plan shall become effective on the date
designated by the Committee subsequent to registration of stock or plan
interests in the Plan.

18. GOVERNMENT AND OTHER REGULATIONS

      The Plan, and the grant and exercise of the rights to purchase shares
hereunder, and the Company's obligation to sell and deliver shares upon the
exercise of rights to purchase shares, shall be subject to all applicable
federal, state and foreign laws, rules and regulations, and to such approvals by
any regulatory or government agency as may, in the opinion of counsel for the
Company, be required.

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19. INDEMNIFICATION OF COMMITTEE

      Service on the Committee shall constitute service as a director of the
Company so that members of the Committee shall be entitled to such
indemnification and reimbursement as directors of the Company as provided in its
Articles of Incorporation and/or Bylaws.

20. GOVERNING LAW

      The Plan shall be construed and administered in accordance with the laws
of the State of Indiana.

21. LEGENDS

      In its sole and complete discretion, the Committee may elect to legend
certificates representing Company Stock sold under the Plan to make appropriate
references to the restrictions imposed on such Company Stock.

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                                   EXHIBIT A
                             Current Subsidiaries

AdminaStar Federal, Inc.
Anthem Alliance Health Insurance Company
The Anthem Companies, Inc.

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                                   EXHIBIT B
                       Future Participating Subsidiaries

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