**EXHIBIT 10.15**

 

 

**AMENDMENTTO THEWELLPOINT 401(k) RETIREMENT SAVINGS PLAN**

 

 

**(As Amended Through October 10, 2003)**

 

The WellPoint401(k) Retirement Savings Plan (the “Plan”), as amended through October 10,2003, is hereby further amended, as follows:

 

1.               Effective January 1, 2003, Section 2.01is amended to read as follows:

 

“2.01                     “Account”means the value of all Accounts maintained on behalf of a Participant orBeneficiary.  An Account may include aSpecial Contributions Account, a Salary Deferral Contributions Account,Matching Contributions Accounts, a Loan Account, Rollover Accounts, a BonusContributions Account, a Profit Sharing Contributions Account, and a Post-TaxContributions Account.”

 

2.               Effective January 1, 2003, Section 3.01is amended to read as follows:

 

“3.01                     Hour ofService.  An Hour of Service is eachhour for which an Employee is paid or entitled to payment for the performanceof services for an Affiliated Company. For purposes of this section, Hour of Service does not include hourswhich an Employee is paid or entitled to payment solely from workers’compensation, unemployment compensation or disability insurance.”

 

3.               Effective June 30, 2003, Article III isamended by the addition of the following new subsection 3.19:

 

“3.19                     GoldenWest Health Plan, Inc.  Eachindividual employed by Golden West Health Plan, Inc. (“Golden West”) on June29, 2003 who becomes an Eligible Employee in connection with the acquisition bythe Company will receive credit under the Plan for all service with Golden Westcompleted prior to June 30, 2003, provided, however, that no such EligibleEmployee will be eligible for the Grandfathered Match implemented in 1997regardless of his or her aggregated service.”

 

4.               Effective January 1, 2004, Section 5.02is amended to read as follows:

 

“5.02                     MatchingContributions.  A Participant’sMatching Contributions will be credited to that Participant’s MatchingContributions Account.  Unless providedotherwise in a writing signed by an officer of the Company at the level of SeniorVice President or above, and subject to the provisos in (c), (d), (e), (f), (g)and (h) below, for payroll periods ending on or after January 1, 2004, theschedule outlined in (a) below will be used to determine the amount of MatchingContributions.”

 

(a)   GeneralRule.  Except as provided inparagraph (1) of subsection (e) below, effective January 1, 2004, MatchingContributions will equal 100% (or a

 

----

 

lesser percentage determined by eachParticipating Company before the payroll period) of the Salary DeferralContribution (not taking into account any Catch Up Contributions) that theParticipant directed during the Plan Year, while eligible for MatchingContributions as provided in Section 5.02(h) of the Plan.  Notwithstanding the foregoing, Salary DeferralContributions in excess of 6% of a Participant’s Compensation (or such greateror lesser percentage determined by each Participating Company before thepayroll period) will not be matched.  Inno event will a Participant’s Matching Contributions for a Plan Year exceed 6%(or such greater or lesser percentage determined by each Participating Companybefore the payroll period) of the 401(a)(17) Limit in effect for the PlanYear.  To the extent administratively feasible,Matching Contributions will be credited to a Participant’s Account on a payrollperiod by payroll period basis.

 

(b)   Pre-January1, 2004 Matching.  Except asprovided in (c) below, effective November 1, 1998 through December31, 2003, Matching Contributions will equal 75% (or a greater or lesserpercentage determined by each Participating Company before the payroll period)of the Salary Deferral Contribution (not taking into account any Catch UpContributions) that the Participant directed during the Plan Year, whileeligible for Matching Contributions as provided in Section 5.02(h) of thePlan.  Notwithstanding the foregoing,Salary Deferral Contributions in excess of 6% of a Participant’s Compensation(or such greater or lesser percentage determined by each Participating Companybefore the payroll period) will not be matched.  In no event will a Participant’s Matching Contributions for aPlan Year exceed 6% (or such greater or lesser percentage determined by eachParticipating Company before the payroll period) of the 401(a)(17) Limit ineffect for the Plan Year.  To the extentadministratively feasible, Matching Contributions will be credited to aParticipant’s Account on a payroll period by payroll period basis.

 

(c)   GrandfatheredMatch.  EffectiveNovember 1, 1998 through December 31, 2003, the provisions on thissubsection (c) will govern the calculation of the Matching Contribution ofa Participant with 10 or more years of Service at the beginning of the firstpayroll period ending after January 1, 1997 other than a Participant coveredby a collective bargaining agreement as described in Section 5.02(d)below.  For Participants with 10 or morebut less than 20 Years of Service at the beginning of the first payroll periodending on or after January 1, 1997, Matching Contributions will equal 85% ofthe Salary Deferral Contribution (not taking into account any Catch UpContributions) that the Participant directed during the Plan Year, whileeligible for Matching Contributions as provided in Section 5.02(g) of the Plan.  For Participants with 20 or more Years ofService at the beginning of the first payroll period ending on or after January1, 1997, Matching Contributions will equal 100% of the Salary DeferralContribution (not taking into account any Catch Up Contributions) that the Participantdirected during the Plan Year, while eligible for Matching Contributions asprovided in Section 5.02(h) of the Plan. Notwithstanding the foregoing, Salary Deferral Contributions in excessof 6%

 

2

----

 

of a Participant’s Compensation will not bematched.  To the extent administrativelyfeasible, Matching Contributions will be credited to a Participant’s Account ona payroll period by payroll period basis. In no event will any other provision of the Plan granting service creditwith a prior employer while such employer is not an Affiliated Company be takeninto account in determining eligibility for the Grandfathered Match describedin this subsection (c).

 

(d)   MatchingContributions to be made in Cash. For payroll periods ending on and after November 17, 2002, aParticipant’s Matching Contributions will be made in cash and credited to thatParticipant’s Matching Contributions Account. As of the first payroll period ending on or after January 1, 1998through November payroll period that ended before November 17, 2002, allParticipants who were eligible to receive an allocation of MatchingContributions as described in subsections (b) and (c) above received 33.33% oftheir Matching Contribution in the form of units of a WellPoint Common StockFund.

 

(e)   CollectiveBargaining Agreement.

 

(1)  If the employment of an Eligible Employee is governed by the terms of acollective bargaining agreement (“Bargaining Unit Employee”) between Blue Crossof California and the Office and Professional Employees International UnionLocal 29, AFL-CIO that became effective November 16, 1997 (“Local 29Agreement”), the Company will cover that Bargaining Unit Employee in the Planas in effect on the effective date of the Local 29 Agreement, and as the Planmay be changed to comply with applicable law. The Matching Contributions rate for such Bargaining Unit Employees whoare employed by Blue Cross of California on November 16, 1997(“Eligible Local 29 Employees”) and who have one Year of Service, but less than10 Years of Service will be 75% of the Participant’s Salary DeferralContribution for the Plan Year; for Eligible Local 29 Employees with 10 or moreYears of Service but less than 20, the rate will be 85% of the Participant’sSalary Deferral Contribution for the Plan Year; for Eligible Local 29 Employeeswith 20 Years of Service, the rate will be 100% of the Participant’s SalaryDeferral Contribution for the Plan Year. The rate of Matching Contributions forall Eligible Local 29 Employees will be frozen at November 15, 2000levels, based on each such Employee’s Years of Service at that date.  For Plan Years beginning on or after January1, 2004, the Matching Contributions formula contained in subsection (b) aboveshall continue to apply to Bargaining Unit Employees covered under the Local 29Agreement who were not credited with One Year of Service onNovember 16, 1997 or became an Eligible Employee after November 16,1997.

 

3

----

 

(2)  If the employment of an Eligible Employee is governed by the terms of acollective bargaining agreement between UNICARE and the InternationalBrotherhood of Teamsters of North America Local Union 614 (“Local 614Agreement”) that became effective October 1, 2002, the Company will cover thatBargaining Unit Employee in the Plan as in effect on the effective date of theLocal 614 Agreement and as the plan may be changed.  Effective for payroll periods commencing on or after February 1,2004, the matching contribution allocation shall be governed by subsection (a).

 

(3)  With respect to any other Bargaining Unit Employee, the level and theform (e.g., cash) of Matching Contributions provided to such Employees will begoverned by the terms of the applicable bargaining agreement.

 

(f)   Leave.  Prior to October 1, 1997, thissubsection (f) read as follows: Notwithstanding anything to the contrary in this Plan, a Participant’seligibility to receive Matching Contributions will cease as of the first day ofthe first full payroll period immediately following 8 consecutive work days(excluding week-ends and holidays) during which the Participant was absent fromwork due to a paid sick leave.  Such aParticipant will again become eligible to receive Matching Contributions, asotherwise provided under this Section, as of the first day of the first fullpayroll period immediately following the Participant’s return to work aftersuch a leave.  Subsection (e) iseliminated from the Plan effective October 1, 1997.

 

(g)   NoMatch.  Notwithstanding anything tothe contrary in this Plan, if WellPoint Practice Management Company, Inc.(formerly known as WellPoint Dental Services, Inc.), The Professional MedicalAssociates of Santa Barbara, Health Management Associates of San Luis Obispo,Health Management Associates of Santa Barbara, and/or any successor to any ofthem become a Participating Company, their Employees will not be eligible toreceive Matching Contributions under this Plan.

 

(h)   MatchEligibility.  Effective for thefirst payroll period ending on or after October 1, 1997, an Employeeis not eligible to receive a Matching Contribution under this Plan forCompensation earned prior to the payroll period during which the Participant iscredited with a Year of Service measured from his or her date of hire (if a newEmployee) or date of rehire (following the Employee’s separation from servicewith all Affiliated Companies for any reason). For this purpose, a reinstatement is not treated as a rehire.”

 

5.               Effective January 1, 2004, Section5.03(c) is amended to read as follows:

 

“(c)                            Anonelective contribution (“Profit Sharing Contribution”) in an amountdetermined by the board of directors of a Participating Company, in its solediscretion, which

 

4

----

 

amount will be allocated to the Accounts of a group of “Profit SharingEligible Employees” on such Employees’ eligible compensation. A “Profit SharingEligible Employee” refers to each Employee of a Participating Company employedon both the last day of Plan Year preceding the effective date of the ProfitSharing Contribution and the effective date that the Profit SharingContribution is contributed to the Plan other than a Temporary Employee, anon-resident alien who receives no earned income from sources within the UnitedStates, an Employee who has not attained age 18, a participant in either theCompany's Management Bonus Plan or Executive Officer Annual Incentive Plan (orsuccessor plans) or an Employee whose terms of employment are governed by acollective bargaining agreement except to the extent such agreement expresslyprovides for an allocation of any Bonus and Profit Sharing Contribution.

 

6.               Effective January 1, 2004, the firstparagraph of Section 5.10 is amended to read as follows:

 

“Effective for Plan Years beginning on and afterJanuary 1, 2000, a discretionary Bonus Contribution (as defined insubsection (b) below) may be made to the Account of a Bonus Eligible Employee(as defined in subsection (b) below) in an amount to be determined in the solediscretion of the Company.  Thecontribution may be made in a specified number of shares of the common stock ofthe Company, a specified number of shares of common stock of the Company perBonus Eligible Employee or a flat dollar amount. The Bonus Contribution will beallocated on a per capita basis to the Bonus Contributions Account establishedfor each Bonus Eligible Employee.”

 

7.               Effective January 1, 2004, Section5.10(b)(1) and (2) are amended to read as follows:

 

“(1)                            A“Bonus Contribution” refers to a qualified nonelective employer profit sharingcontribution made at the sole discretion of the Company that is subject to thedistribution restrictions applicable to Salary Deferral Contributions.  Bonus Contributions may be taken intoaccount to the extent necessary to satisfy the tests described in the TestingSalary Deferral and Matching Contributions Appendix to this Plan.

 

(2)                                  A“Bonus Eligible Employee” refers to each Employee of a Participating Company, otherthan an Employee classified as an officer of a Participating Company, employedon both the last day of Plan Year preceding the effective date of the BonusContribution and the effective date that the Bonus Contribution is contributedto the Plan other than a Temporary Employee, a non-resident alien who receivesno earned income from sources within the United States, an Employee who has notattained age 18 or an Employee whose terms of employment are governed by acollective bargaining agreement except to the extent such agreement expresslyprovides for an allocation of any Bonus and Profit Sharing Contribution.  Notwithstanding the prior sentence, anindividual employed by RightCHOICE Managed Care, Inc. or any of itssubsidiaries (collectively, “RightCHOICE”) on February 28, 2002 will beeligible to receive an allocation of the Bonus Contribution made as of suchdate provided the individual (i) is not categorized as a temporary employee byRightCHOICE and has not performed 1,000 Hours of Service during any consecutive12-month period, (ii) is not a non-resident alien who receives no earned incomefrom sources within the United States, and (iii) is not less than 18 years ofage.  An individual employed byRightCHOICE who would otherwise be eligible for an allocation of the BonusContribution, but is on a leave of absence on February 28, 2002, will beeligible for such an allocation if, and at such time as, he or she returns toemployment with RightCHOICE at the end of the leave.”

 

5

----

 

8.               Effective January 1, 2004, Article VIIIis amended to read as follows:

 

**ARTICLE VIII**

 

**VESTING**

 

A Participantshall have a fully vested right to his or her Salary Deferral ContributionsAccount, Rollover Account and Post-Tax Contributions Account.

 

8.01                           Vesting.  Notwithstanding anything to the contrary inthe Plan, each Participant shall have a fully vested right to his or herAccounts at all times, except that a Participant with an EmploymentCommencement Date of January 1, 2004 or later shall be subject to the vestingschedule set forth below in Section 8.02.

 

8.02                           VestingSchedule.  A Participant who ceasesto be an Employee upon or after attainment of age 65, or by reason of death ordisability (as defined in the Company’s Long Term Disability Plan) shall have afully vested right to all his or her Accounts. If a Participant ceases to be an Employee for any other reason, thensuch Participant shall have a fully vested right to a percentage of his or herMatching Contributions, Bonus Contribution and Profit Sharing ContributionsAccounts determined on the basis of his or her Years of Service in accordancewith the following schedule:

 

| **Year of  Vesting Service** |   | **Vested Interest** |   |
|------------------------------|--------|---------------------|--------|
| Less than 2                  |   | 0                   | %      |
| 2, but less  than 3          |   | 25                  | %      |
| 3, but less  than 4          |   | 50                  | %      |
| 4, but less  than 5          |   | 75                  | %      |
| 5 or more                    |   | 100                 | %      |

 

8.03                           Forfeitures.

 

(a)                                  Separationfrom Service.  If a Participantseparates from service before such Participant is fully vested in his or herAccounts, then the unvested portion of the Participant’s Accounts shall beforfeited immediately upon separation from service.  If such a Participant is not vested in any part of his or herMatching Contributions and Profit Sharing Contributions Accounts, such Accountswill be deemed to have been distributed. Even if the Participant’s vested Matching Contributions and ProfitSharing Contributions Accounts are not distributed, the unvested portion of theParticipant’s matching Contributions and Profit Sharing Contributions Accountswill be forfeited upon expiration of five (5) consecutive One Year Periods ofSeverance.  All amounts forfeited underthis Section shall be used to reduce the obligation to make contributionspursuant to Article V and/or payment of Plan expenses.

 

(b)                                 Reemployment.  Should a Participant described in subsection(a) above resume Employee status before incurring five (5) consecutive One

 

6

----

 

Year Periodsof Severance, then any amount forfeited under the vesting schedule shall berestored to such Employee’s Matching Contributions and Profit SharingContributions Accounts.  Subject toArticle V, the funds for effecting such restoration shall be drawn first fromthe forfeitures for the Plan Year in which the Participant resumes Employee status,and then, to the extent necessary, from a special contribution to the Plan,which such special contribution shall not be subject to the limitations setforth in Appendix II.”

 

9.               Effective June 30, 2003, Appendix VII isamended by the addition of Golden West Health Plan, Inc. as a ParticipatingCompany.

 

IN WITNESSWHEREOF, WellPoint Health Networks Inc. caused this Amendment to be executedthis 13th day of November, 2003.

 

 

**WELLPOINT HEALTH NETWORKS INC.**

 

 
| By: | /s/ J. THOMAS VAN BERKEM |   | Date: | 11/13/03 |   |
|-----|--------------------------|--------|-------|----------|--------|

 

7

----