**Exhibit10.01**

** **

**SECONDAMENDMENT TO 364-DAY CREDIT AGREEMENT**

 

**THIS SECONDAMENDMENT TO 364-DAY CREDIT AGREEMENT**(this “Amendment”), dated as of March 28, 2003, is entered intoamong **WELLPOINT HEALTH NETWORKS INC.**, a Delaware corporation (the “Borrower”),the Lenders identified on the signature pages hereto as the existing Lenders(the “Existing Lenders”), the Lenders identified on the signature pageshereto as the new Lenders (the “New Lenders”), **BANK OFAMERICA, N.A.**, as administrativeagent for the Lenders (in such capacity, the “Administrative Agent”) and**JPMORGANCHASE BANK**, as syndication agent (in such capacity, the “SyndicationAgent”).  Terms used but not otherwise defined herein shall have themeanings provided in the Existing Credit Agreement described below.

 

**W I T NE S S E T H**

 

**WHEREAS**, the Borrower, the Lenders party thereto, theAdministrative Agent and the Syndication Agent entered into that certain CreditAgreement, dated as of March 30, 2001, as amended by that certain FirstAmendment to 364-Day Credit Agreement, dated as of March 29, 2002 (the “ExistingCredit Agreement”);

 

**WHEREAS**, theBorrower has requested to extend the Commitment Termination Date for anadditional 364 day period, and the Existing Lenders have agreed to extend theirrespective Commitments and amend the Existing Credit Agreement in accordancewith such request and as provided herein; and

 

**WHEREAS**, theBorrower, the Existing Lenders and the New Lenders have agreed that the NewLenders shall become parties to the Existing Credit Agreement (as amendedhereby).

 

**NOW, THEREFORE**, inconsideration of the agreements hereinafter set forth, and for other good andvaluable consideration, the receipt and adequacy of which are herebyacknowledged, the parties hereto agree as follows:

 

**PART 1**

**DEFINITIONS**

 

**SUBPART 1.1**  Certain Definitions.  Unless otherwise defined herein or thecontext otherwise requires, the following terms used in this Amendment,including its preamble and recitals, have the following meanings:

 

“Amended CreditAgreement” means the Existing Credit Agreement as amended hereby.

 

“Amendment No. 2 Effective Date” is defined in Subpart3.1.

 

**SUBPART 1.2**  Other Definitions.  Unless otherwise defined herein or thecontext otherwise requires, terms used in this Amendment, including itspreamble and recitals, have the meanings provided in the Existing CreditAgreement.

 

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**PART 2**

**AMENDMENTSTO EXISTING CREDIT AGREEMENT**

 

Effective on (and subjectto the occurrence of) the Amendment No. 2 Effective Date, the Existing CreditAgreement is hereby amended in accordance with this Part 2.

 

**SUBPART 2.1 **Amendmentsto Section 1.01.  Section 1.01of the Existing Credit Agreement is hereby amended in the following respects:

 

(a)           The definition of “CommitmentTermination Date” is hereby amended in its entirety to read as follows:

 

“CommitmentTermination Date” shall mean the date 364 days following March 28, 2003.

 

(b)           The definition of “Maturity Date”is hereby amended in its entirety to read as follows:

 

“Maturity Date” shallmean the date one year following the Commitment Termination Date.

 

## **SUBPART2.2**  Amendments to Section 2.14.  Sections 2.14(a) and (b) of the ExistingCredit Agreement are hereby amended and restated in the following respects:

## ** **

## **Section 2.14         Interest.**

 

(a)           The Loans comprising each ABRBorrowing shall bear interest at a rate per annum equal to the Alternate BaseRate; provided, however, ABR Loans outstanding on the CommitmentTermination Date shall bear interest at a rate per annum equal to the AlternateBase Rate plus .125% until paid in full.

 

(b)           The Loans comprising each EurodollarBorrowing shall bear interest at a rate per annum equal to the LIBO Rate forthe Interest Period in effect for such Borrowing plus the ApplicableRate; provided, however, Eurodollar Loans outstanding on theCommitment Termination Date shall bear interest at a rate per annum equal tothe LIBO Rate plus the Applicable Rate plus .125% until paid infull.

 

**SUBPART 2.3**  Amendments to Section 2.19.  The penultimate sentence in Section 2.19(a) of the ExistingCredit Agreement is hereby amended and restated as follows:

 

“If any payment hereunder shall be due on a day that is not aBusiness Day, the date for payment shall be extended to the next succeedingBusiness Day, and, in the case of any payment accruing interest, interestthereon shall be payable for the period of such extension; provided, however,that if the Maturity Date is not a Business Day, the date for payment shall beon the next preceding Business Day.”

 

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**SUBPART 2.4**  Amendments to Section 3.10.  Section 3.10 of the Existing Credit Agreement is hereby amendedand restated as follows:

 

## **Section 3.10     ERISA.**

 

No ERISA Event hasoccurred or is reasonably expected to occur that, when taken together with allother such ERISA Events for which liability is reasonably expected to occur,could reasonably be expected to result in a Material Adverse Effect.  The present value of all accumulated benefitobligations under each Plan (based on the assumptions used for purposes ofStatement of Financial Accounting Standards No. 87) did not, as of thedate of the most recent financial statements reflecting such amounts, exceed bymore than $100,000,000 the fair market value of the assets of such Plan, andthe present value of all accumulated benefit obligations of all underfundedPlans (based on the assumptions used for purposes of Statement of FinancialAccounting Standards No. 87) did not, as of the date of the most recentfinancial statements reflecting such amounts, exceed by more than $100,000,000the fair market value of the assets of all such underfunded Plans.

 

**SUBPART 2.5**  Amendments to Section 9.12.  Clause (f) of Section 9.12 of the Existing Credit Agreement ishereby amended and restated as follows:

 

(f) subject to an agreement containing provisions substantiallythe same as those of this Section, to any assignee of or Participant in, or anyprospective assignee of or Participant in, any of its rights or obligationsunder this Agreement, any securitization of or Hedging Agreement with respectto such rights or obligations,

 

**SUBPART 2.6 **Amendments to Schedule 2.01.  Schedule 2.01 of the Existing CreditAgreement is hereby replaced with Schedule 2.01 attached hereto.

 

**PART 3**

**CONDITIONSTO EFFECTIVENESS**

 

**SUBPART 3.1**  Amendment No. 2 Effective Date.  This Amendment shall be and become effectiveas of the date hereof (the “Amendment No. 2 Effective Date”) when all ofthe conditions set forth in this Part 3 shall have been satisfied, andthereafter this Amendment shall be known, and may be referred to, as the “Amendment”.

 

**SUBPART 3.2 **Execution of Counterparts of Amendment.  The Administrative Agent shall have receivedcounterparts of this Amendment, which collectively shall have been dulyexecuted on behalf of each of the Borrower, the Existing Lenders, the NewLenders, the Administrative Agent and the Syndication Agent.

 

**SUBPART 3.4 **Fees and Expenses.  The Borrower has paid all fees and expensesincurred in connection with the negotiation, preparation, execution anddelivery of this Amendment and the other transactions contemplated hereinincluding, without limitation, the legal fees and expenses of Moore & VanAllen, counsel to the Administrative Agent.

 

**SUBPART 3.5**  Other Items.  The Administrative Agent shall have receivedsuch other documents, agreements or information that may be reasonablyrequested by the Administrative Agent.

 

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**PART 4**

**JOINDEROF NEW LENDERS**

 

From and after theAmendment No. 2 Effective Date, each of the New Lenders shall be a party to andbe bound by the provisions of the Existing Credit Agreement (as amended hereby)and shall have the rights and obligations of a Lender thereunder.

 

Each New Lender (i)confirms that it has received a copy of the Existing Credit Agreement and suchother documents and information as it has deemed appropriate to make its owncredit analysis and decision to enter into this Amendment; (ii) agrees that itwill, independently and without reliance upon the Administrative Agent or anyother Lender and based on such documents and information as it shall deemappropriate at the time, continue to make its own credit decisions in taking ornot taking action under the Existing Credit Agreement (as amended hereby); (iii)appoints and authorizes the Administrative Agent to take such action as agenton its behalf and to exercise such powers and discretion under the ExistingCredit Agreement (as amended hereby) as are delegated to the AdministrativeAgent by the terms thereof, together with such powers and discretion as arereasonably incidental thereto; (iv) agrees that it will perform in accordancewith their terms all of the obligations that by the terms of the ExistingCredit Agreement (as amended hereby) are required to be performed by it as aLender; and (v) which is not a United States person shall have attached allforms required under Section 2.18(e) of the Existing Credit Agreement.

 

**PART 5**

**MISCELLANEOUS**

 

**SUBPART 5.1**  Representations and Warranties.  The Borrower hereby represents and warrantsto the Administrative Agent, the Existing Lenders and the New Lenders that,after giving effect to this Amendment, (a) no Default or Event of Defaultexists under the Amended Credit Agreement and (b) the representations and warrantiesset forth in Section 3 of the Existing Credit Agreement are, subject to thelimitations set forth therein, true and correct in all material respects as ofthe date hereof (except for those which expressly relate to an earlier date).

 

**SUBPART 5.2**  Reaffirmation of obligations.  The Borrower hereby ratifies the ExistingCredit Agreement and acknowledges and reaffirms (a) that it is bound by allterms of the Existing Credit Agreement applicable to it and (b) that it isresponsible for the observance and full performance of its respectiveobligations under the Existing Credit Agreement.

 

**SUBPART 5.3**  Cross-References.  References in this Amendment to any Part orSubpart are, unless otherwise specified, to such Part or Subpart of thisAmendment.

 

**SUBPART 5.4**  Instrument Pursuant to Existing CreditAgreement.  This Amendment isexecuted pursuant to the Existing Credit Agreement and shall (unless otherwiseexpressly indicated therein) be construed, administered and applied inaccordance with the terms and provisions of the Existing Credit Agreement.

 

**SUBPART 5.5 **References in Other Credit Documents.  At such time as this Amendment shall becomeeffective pursuant to the terms of Subpart 3.1, all references to the“Credit Agreement” in the Existing Credit Agreement shall be deemed to refer tothe Existing Credit Agreement as amended by this Amendment.

 

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**SUBPART 5.6**  Counterparts/Telecopy.  This Amendment may be executed by theparties hereto in several counterparts, each of which shall be deemed to be anoriginal and all of which shall constitute together but one and the sameagreement.  Delivery of executedcounterparts of the Amendment by telecopy shall be effective as an original andshall constitute a representation that an original shall be delivered.

 

**SUBPART 5.7**  Governing Law.  THIS AMENDMENT SHALL BE DEEMED TO BE ACONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK(INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW,BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES).

 

**SUBPART 5.8**  Successors and Assigns.  This Amendment shall be binding upon andinure to the benefit of the parties hereto and their respective successors andassigns.

 

**SUBPART 5.9**  General.  Except as amended hereby, the Existing Credit Agreement and allother Credit Documents shall continue in full force and effect.

 

[Remainder of Page IntentionallyLeft Blank]

 

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**IN WITNESSWHEREOF**, the partieshereto have executed this Second Amendment to 364-Day Credit Agreement as ofthe date first above written.

 
| **BORROWER**:             |   | **WELLPOINT HEALTH NETWORKS INC.,**a Delaware corporation |
|---------------------------|--------|-----------------------------------------------------------|
|                      |   |                                                      |   |
|                      |   | By:                                                       | /s/  R.DAVID KRETSCHMER |
|                      |   | Name:                                                     | R.David  Kretschmer |
|                      |   | Title:                                                    | Vice  President and Treasurer |
|                      |   |                                                      |   |
| **ADMINISTRATIVE AGENT**: |   | **BANK OF AMERICA, N.A.**                                 |
|                      |   |                                                      |   |
|                      |   | By:                                                       | /s/  KEVIN L. AHART |
|                      |   | Name:                                                     | Kevin  L. Ahart |
|                      |   | Title:                                                    | Assistant  Vice President |
|                      |   |                                                      |   |
| **SYNDICATION AGENT**:    |   | **JPMORGAN CHASE BANK**                                   |
|                      |   |                                                      |   |
|                      |   | By:                                                       | /s/  JAMES S. ELY III |
|                      |   | Name:                                                     | James  S. Ely III |
|                      |   | Title:                                                    | Managing  Director |
|                      |   |                                                      |   |
| **EXISTING LENDERS:**     |   | **BANK OF AMERICA, N.A.**                                 |
|                      |   |                                                      |   |
|                      |   | By:                                                       | /s/ RICHARD L. NICHOLS,  JR. |
|                      |   | Name:                                                     | Richard L. Nichols, Jr. |
|                      |   | Title:                                                    | Managing Director |
|                      |   |                                                      |   |
|                      |   | **JPMORGAN CHASE BANK**                                   |
|                      |   |                                                      |   |
|                      |   | By:                                                       | /s/  JAMES S. ELY III |
|                      |   | Name:                                                     | James  S. Ely III |
|                      |   | Title:                                                    | Managing  Director |
|                      |   |                                                      |   |
| **NEW LENDERS:**          |   | **LEHMAN BROTHERS BANK, FSB**                             |
|                      |   |                                                      |   |
|                      |   | By:                                                       | /s/ GARY T. TAYLOR |
|                      |   | Name:                                                     | Gary T. Taylor |
|                      |   | Title:                                                    | Vice President |
|                      |   |                                                      |   |
|                      |   | **CITICORP USA, INC.**                                    |
|                      |   |                                                      |   |
|                      |   | By:                                                       | /s/ PETER C. BICKFORD |
|                      |   | Name:                                                     | Peter C. Bickford |
|                      |   | Title:                                                    | Vice President |

 

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|   |   | **MELLON BANK, N.A.**                                  |
|--------|--------|--------------------------------------------------------|
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ MARSHA WICKER |
|   |   | Name:                                                  | Marsha Wicker |
|   |   | Title:                                                 | Vice President |
|   |   |                                                   |   |
|   |   | **BANK ONE, N.A.**                                     |
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ VINCENT K. KELLY |
|   |   | Name:                                                  | Vincent K. Kelly |
|   |   | Title:                                                 | Managing Director |
|   |   |                                                   |   |
|   |   | **BNP PARIBAS**                                        |
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ C. BETTLES |
|   |   | Name:                                                  | C. Bettles |
|   |   | Title:                                                 | Managing Director |
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ JANICE S. H. HO |
|   |   | Name:                                                  | Janice S. H. Ho |
|   |   | Title:                                                 | Director |
|   |   |                                                   |   |
|   |   | **THE BANK OF TOKYO-MITSUBISHI, LTD.  SEATTLE BRANCH** |
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ KOSUKE TAKAHASHI |
|   |   | Name:                                                  | Kosuke Takahashi |
|   |   | Title:                                                 | Vice President |
|   |   |                                                   |   |
|   |   | **CREDIT  SUISSE FIRST BOSTON,**                       |
|   |   | **Acting  through its Cayman Islands Branch**          |
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ CHRISTOPHER LALLY |
|   |   | Name:                                                  | Christopher Lally |
|   |   | Title:                                                 | Vice President |
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ JENNIFER A. PIEZA |
|   |   | Name:                                                  | Jennifer A. Pieza |
|   |   | Title:                                                 | Associate |
|   |   |                                                   |   |
|   |   | **DEUTSCHE BANK AG NEW YORK BRANCH**                   |
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ IAIN STEWART |
|   |   | Name:                                                  | Iain Stewart |
|   |   | Title:                                                 | Director |
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ PATRICK DU ILLY |
|   |   | Name:                                                  | Patrick du Illy |
|   |   | Title:                                                 | Associate |

 

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|   |   | **SOCIETE GENERALE**                     |
|--------|--------|------------------------------------------|
|   |   |                                     |   |
|   |   | By:                                      | /s/ RICHARD BERNAL |
|   |   | Name:                                    | Richard Bernal |
|   |   | Title:                                   | Director |
|   |   |                                     |   |
|   |   | **BANCA DI ROMA**                        |
|   |   |                                     |   |
|   |   | By:                                      | /s/ LUCA BALESTRA |
|   |   | Name:                                    | Luca Balestra |
|   |   | Title:                                   | Senior Vice President  and Manager |
|   |   |                                     |   |
|   |   | By:                                      | /s/ RICHARD G. DIETZ |
|   |   | Name:                                    | Richard G. Dietz |
|   |   | Title:                                   | Vice President |
|   |   |                                     |   |
|   |   | **THE BANK OF NEW YORK**                 |
|   |   |                                     |   |
|   |   | By:                                      | /s/ REBECCA K. LEVINE |
|   |   | Name:                                    | Rebecca K. Levine |
|   |   | Title:                                   | Vice President |
|   |   |                                     |   |
|   |   | **UBS AG, CAYMAN ISLANDS BRANCH**        |
|   |   |                                     |   |
|   |   | By:                                      | /s/ PATRICIA O’KICKI |
|   |   | Name:                                    | Patricia O’Kicki |
|   |   | Title:                                   | Director |
|   |   |                                     |   |
|   |   | By:                                      | /s/ WILFRED SAINT |
|   |   | Name:                                    | Wilfred Saint |
|   |   | Title:                                   | Associate Director |
|   |   |                                     |   |
|   |   | **SUMITOMO MITSUI BANKING  CORPORATION** |
|   |   |                                     |   |
|   |   | By:                                      | /s/ AL GALLUZZO |
|   |   | Name:                                    | Al Galluzzo |
|   |   | Title:                                   | Senior Vice President |
|   |   |                                     |   |
|   |   | **SUNTRUST BANK**                        |
|   |   |                                     |   |
|   |   | By:                                      | /s/ W. BROOKS HUBBARD |
|   |   | Name:                                    | W. Brooks Hubbard |
|   |   | Title:                                   | Director |

 

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|   |   | **WACHOVIA BANK, NATIONAL  ASSOCIATION** |
|--------|--------|------------------------------------------|
|   |   |                                     |   |
|   |   | By:                                      | /s/ THOMAS L.  STITCHBERRY |
|   |   | Name:                                    | Thomas L. Stitchberry |
|   |   | Title:                                   | Managing Director |
|   |   |                                     |   |
|   |   | **FLEET NATIONAL BANK**                  |
|   |   |                                     |   |
|   |   | By:                                      | /s/ MARYANN S. SMITH |
|   |   | Name:                                    | Maryann S. Smith |
|   |   | Title:                                   | Director |
|   |   |                                     |   |
|   |   | **WELLS FARGO BANK**                     |
|   |   |                                     |   |
|   |   | By:                                      | /s/ PETTY CHOU |
|   |   | Name:                                    | Petty Chou |
|   |   | Title:                                   | Vice President |
|   |   |                                     |   |
|   |   | **U.S.  BANK, NATIONAL ASSOCIATION**     |
|   |   |                                     |   |
|   |   | By:                                      | /s/ MICHAEL DORN |
|   |   | Name:                                    | Michael Dorn |
|   |   | Title:                                   | Vice President |

 

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**SCHEDULE 2.01**

 

**COMMITMENTS**

**(364-Day Credit Agreement)**

 

 
| **Lender**                                         |   | **Commitment  Amount** |           | **Commitment  Percentage** |          |
|----------------------------------------------------|--------|------------------------|----------------|----------------------------|---------------|
| Bank of America, N.A.                              |   | $                      | 17,500,000     |                       | 7.000000000   | % |
| JPMorgan Chase Bank                                |   | $                      | 17,500,000     |                       | 7.000000000   | % |
| Bank One, N.A.                                     |   | $                      | 15,000,000     |                       | 6.000000000   | % |
| Citicorp USA, Inc.                                 |   | $                      | 15,000,000     |                       | 6.000000000   | % |
| Mellon Bank, N.A.                                  |   | $                      | 12,500,000     |                       | 5.000000000   | % |
| Credit Suisse First Boston                         |   | $                      | 12,500,000     |                       | 5.000000000   | % |
| The Bank of New York                               |   | $                      | 12,500,000     |                       | 5.000000000   | % |
| SunTrust Bank                                      |   | $                      | 17,500,000     |                       | 7.000000000   | % |
| UBS  AG, Cayman Islands Branch                     |   | $                      | 12,500,000     |                       | 5.000000000   | % |
| Deutsche Bank AG New York Branch                   |   | $                      | 12,500,000     |                       | 5.000000000   | % |
| Lehman Brothers Bank, FSB                          |   | $                      | 12,500,000     |                       | 5.000000000   | % |
| Wachovia Bank, National Association                |   | $                      | 12,500,000     |                       | 5.000000000   | % |
| Fleet National Bank                                |   | $                      | 10,625,000     |                       | 4.250000000   | % |
| BNP Paribas                                        |   | $                      | 19,375,000     |                       | 7.750000000   | % |
| Sumitomo Mitsui Banking Corporation                |   | $                      | 8,750,000      |                       | 3.500000000   | % |
| Societe Generale                                   |   | $                      | 8,750,000      |                       | 3.500000000   | % |
| Banca Di Roma                                      |   | $                      | 6,250,000      |                       | 2.500000000   | % |
| The Bank of Tokyo-Mitsubishi, Ltd., Seattle Branch |   | $                      | 6,250,000      |                       | 2.500000000   | % |
| U.S. Bank, National Association                    |   | $                      | 15,000,000     |                       | 6.000000000   | % |
| Wells Fargo Bank                                   |   | $                      | 5,000,000      |                       | 2.000000000   | % |
|                                               |   |                   |           |                       |          |
| Total:                                             |   | $                      | 250,000,000.00 |                       | 100.000000000 | % |

 

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