**Exhibit10.2**

 

**AMENDMENT**

**TO THE**

**WELLPOINT 401(k) RETIREMENT SAVINGSPLAN**

 

The WellPoint 401(k)Retirement Savings Plan (the “Plan”), as amended through March 1, 2002 andsubsequently amended, is hereby further amended, as follows:

 

1.             Consistent with prioramendments adding Golden West Health Plan, Inc. and Health Core, Inc. asParticipating Companies, effective as of June 30, 2003 and January 1,2004, respectively, Appendix VII is amended, effective January 1, 2004, inits entirety to read as follows:

 

“The followingentities are Participating Companies in this Plan as of January 1, 2004:

 

Blue Cross of California

 

Blue Cross and BlueShield of Georgia, Inc.

 

Blue Cross Blue Shield ofWisconsin

 

Claim ManagementServices, Inc.

 

Compcare Health ServicesInsurance Corporation

 

Comprehensive IntegratedMarketing Services

 

Cost Care, Inc.

 

Crossroads AcquisitionCorp., d.b.a. Cobalt Corporation

 

Golden West Health Plan,Inc.

 

Greater Georgia LifeInsurance Company

 

Health Core, Inc.

 

HealthLink, Inc.

 

HMO-W, Inc.

 

Hometown InsuranceServices, Inc.

 

Meridian MarketingServices, Inc.

 

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Meridian ResourceCompany, Inc.

 

Precision Rx, Inc.

 

Professional ClaimServices, Inc.

 

RightCHOICE Managed Care,Inc.

 

TrustSolutions, LLC

 

UNICARE Life & HealthInsurance Company

 

UNICARE Health Plans ofthe Midwest

 

United GovernmentServices, LLC

 

United Heartland LifeInsurance Company

 

United WisconsinInsurance Company

 

United WisconsinProservices, Inc.

 

Unity Health PlansInsurance Corporation

 

Valley Health Plan, Inc.

 

WellPoint DevelopmentCompany, Inc.”

 

2.             EffectiveApril 23, 2004 or as soon as administratively possible thereafter, thePlan is amended by the addition of Appendix XVII, which reads as follows:

 

**“Appendix XVII**

**Merger of Health Core Inc. 401(k)Profit Sharing Plan**

 

The Health CoreInc. 401(k) Profit Sharing Plan (“Health Core Plan”) is merged into the Planeffective as of April 23, 2004 or as soon as administratively possiblethereafter.  Assets and liabilities ofthe Health Core Plan, together with the assets and liabilities of this Plan,constitute a single plan within the meaning of Code Section 414(l) as ofApril 23, 2004 (“Plan Merger Date”) or as soon as administrativelypossible thereafter.  Unless otherwiseexpressly provided herein, the rights and benefits of a participant in theHealth Core Plan who terminated employment with Health Core, Inc. on or priorto the Plan Merger Date are determined in accordance with the provisions of theHealth Core Plan as in effect prior to the Plan Merger Date.  References in the Plan to “Participant” asdefined in Article II include each individual with an interest in theHealth Core Plan without regard to his or her status as an Employee or formerEmployee (each a

 

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“Health Core Participant”for purposes of this Appendix XVII). This Appendix XVII is designed to preserve under the Plan any benefitsthat were accrued under the Health Core Plan prior to the Plan Merger Date tothe extent such benefits are protected under Code Section 411(d)(6).  The provisions of the Plan apply to thebenefits of employees and former employees of Health Core, Inc. described inthis Appendix subject to the restrictions applicable to protected benefitsdescribed in the prior sentence and except to the extent modified by the termsof this Appendix.  In the event of aconflict, the provisions of this Appendix will control.

 

1.01         Eligibility.  An Employee who was a Participant pursuantto the terms of the Health Core Plan in effect on December 31, 2003 andwho was actively employed by a Participating Company on January 1, 2004shall be a Participant in this Plan as of January 1, 2004.

 

1.02         Transfer of AccountBalances.  The account balances ofthe Health Core Participants in the Health Core Plan as of the Plan Merger Datewill be transferred to the Plan through a direct transfer from the trust fundof the Health Core Plan to the Trust Fund for the Plan on the Plan Merger Dateand will be held on behalf of the Health Core Participants.  The account balance maintained for eachHealth Core Participant in the Health Core Plan immediately prior to the PlanMerger Date shall be credited to the Account maintained for such individualunder the Plan immediately after the Plan Merger Date.

 

1.03         Vesting of MatchingContributions. The “Employer Matching Contribution Account” of a HealthCore Participant who is an Employee of Health Core on December 31, 2003will be fully vested as of December 31, 2003 to the extent not previouslyvested.

 

1.04         Service Crediting.  Service recognized under the Health CorePlan will not be taken into account for purposes of determining whether aHealth Core Participant is eligible for the Grandfathered Match that wasimplemented in 1997.

 

1.05         Health CoreDistribution Options.

 

(a)           General PlanProvisions.  A Participant may electto receive his or her account balance transferred to the Plan underSection 1.02 in the form of (i) a lump sum payment; (ii) installmentpayments over a period not to exceed the life expectancy of the Participant, orthe joint and last survivor life expectancy of the Participant and his or herdesignated Beneficiary; or (iii) an annuity contract.  A Participant cannot elect payment of his or her account balancetransferred to the Plan under Section 1.02 in the form of a life annuitybecause the Retirement Equity Act safe harbor rules of Section Five, PartC of the Adoption Agreement for the Plan apply to such account balance.

 

(b)           Distribution onDisability.  If a Health CoreParticipant becomes disabled (as defined under the Health Core Plan as ineffect on April 23,

 

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2004) while an Employee,he or she may withdraw the portion of his or her Account attributable tobenefits accrued under the Health Core Plan prior to the Plan Merger Date.

 

1.06         Restoration ofForfeitures.

 

(a)           Forfeiture ofNonvested Account.  Under the termsof the Health Core Plan immediately prior to the Plan Merger Date, thenonvested portion of a Health Core Participant’s account balance (if any) wasforfeited at the earlier of (i) the date the Participant received adistribution of his or her entire Account balance following his or hertermination of employment; and (ii) the date the Participant completed five (5)consecutive Breaks in Vesting Service.

 

(b)           Return to Service.  If an individual described in clause (i) ofsection (a) above becomes an Employee after the Plan Merger Date butbefore incurring five (5) consecutive Breaks in Vesting Service (as determinedunder the Health Core Plan), the amount forfeited will be restored (withoutearnings) to the individual’s Account under the Plan if the individual pays tothe Plan the full amount of such distribution within five (5) years before theearlier of (A) five (5) years after the first date on which the Participantbecomes an Employee after the Plan Merger Date, or (B) the date the Participantincurs five (5) consecutive Breaks in Vesting Service following the date of thedistribution.  If an individualdescribed in clause (ii) of section (a) above becomes an Employee afterthe Plan Merger Date but before incurring five (5) consecutive Breaks inVesting Service (as determined under the Health Core Plan), the amountforfeited will be restored to the individual’s Account under the Plan.

 

(c)           Funds.    Funds for restoringforfeitures under this Section 1.06 will be drawn from a specialcontribution to be made to the Plan by the appropriate Participating Company,as determined by the Committee.  Thespecial contribution will not be subject to the limitation under CodeSection 415.”

 

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IN WITNESS WHEREOF,WellPoint Health Networks Inc. has caused this Amendment to be executedeffective as of April 23, 2004.

 

**WELLPOINT HEALTH NETWORKS INC.**

 
| By: | /s/  J. Thomas Van Berkem |   |
|-----|---------------------------|--------|

 

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