Exhibit 10.01

FIRST AMENDMENT TO 364-DAY CREDIT AGREEMENT

THIS FIRST AMENDMENT TO 364-DAY CREDIT AGREEMENT(this
"Amendment"), dated as of March 29, 2002, is entered into amongWELLPOINT HEALTH
NETWORKS INC., a Delaware corporation (the "Borrower"), the Lenders identified on the signature pages hereto (the
"Lenders"),BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the
"Administrative Agent") andJPMORGAN, a division of Chase Securities Inc., as syndication agent
(in such capacity, the "Syndication Agent"). Terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement
described below.

W I T N E S S E T H

WHEREAS, the Borrower, the Lenders, the Administrative Agent and the Syndication Agent entered into that certain
Credit Agreement dated as of March 30, 2001 (the "Existing Credit Agreement"); and

WHEREAS, the Borrower has requested to extend the Commitment Termination Date for an additional 364 day period, and certain Lenders
party to the Existing Credit Agreement have agreed to extend their respective Commitments and amend the Existing Credit Agreement in accordance with such request and as provided herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

PART 1
DEFINITIONS

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

"Amended Credit Agreement" means the Existing Credit Agreement as amended hereby.

"Amendment No. 1 Effective Date" is defined inSubpart 3.1.

SUBPART 1.2Other Definitions.Unless otherwise defined herein
or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Existing Credit Agreement.

PART 2
AMENDMENTS TO EXISTING CREDIT AGREEMENT

Effective on (and subject to the occurrence of) the Amendment No. 1 Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part 2.

SUBPART 2.1Amendments to
Section 1.01.    Section 1.01 of the Credit Agreement is hereby amended in the following respects:



---



SUBPART 2.2Amendments to Schedule 2.01.    Schedule 2.01of the Existing Credit Agreement is hereby replaced withSchedule 2.01attached hereto.

PART 3
CONDITIONS TO EFFECTIVENESS

SUBPART 3.1Amendment No. 1 Effective Date 1.    This
Amendment shall be and become effective as of the date hereof (the "Amendment No. 1 Effective Date") when all of the conditions set forth in this Part IIIshall have been satisfied, and thereafter this Amendment shall be known, and may be referred to, as the
"Amendment".

SUBPART 3.2Execution of Counterparts of Amendment.The
Administrative Agent shall have received counterparts (or other evidence of execution, including telephonic message, satisfactory to the Administrative Agent) of this Amendment, which collectively
shall have been duly executed on behalf of each of the Borrower, the Lenders, the Administrative Agent and the Syndication Agent.

SUBPART 3.4Fees and Expenses.The Borrower has paid all fees
and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Amendment and the other transactions contemplated herein including, without limitation, the legal
fees and expenses of Moore & Van Allen, counsel to the Administrative Agent.

SUBPART 3.5Other Items.The Administrative Agent shall have
received such other documents, agreements or information which may be reasonably requested by the Administrative Agent.

PART 4
MISCELLANEOUS

SUBPART 4.1Representations and Warranties.Each of the Borrower
and the Guarantors hereby represents and warrants to the Administrative Agent and the Lenders that, after giving effect to this Amendment, (a) no Default or Event of Default exists under the
Credit Agreement and (b) the representations and warranties set forth in Section 3 of the Existing Credit Agreement are, subject to
the limitations set forth therein, true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date).

SUBPART 4.2Reaffirmation of obligations.The Borrower hereby
ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance
and full performance of its respective obligations under the Credit Agreement.

SUBPART 4.3Cross-References.References in this Amendment to
any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Amendment.

SUBPART 4.4Instrument Pursuant to Existing Credit
Agreement.This Amendment is executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered
and applied in accordance with the terms and provisions of the Existing Credit Agreement.

SUBPART 4.5References in Other Credit Documents.At such time
as this Amendment shall become effective pursuant to the terms ofSubpart 3.1, all references to the "Credit Agreement" shall be deemed to refer to the
Credit Agreement as amended by this Amendment.

SUBPART 4.6Counterparts/Telecopy.This Amendment may be
executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed
counterparts of the Amendment by telecopy shall be effective as an original and shall constitute a representation that an original shall be delivered.

---

SUBPART 4.7Governing Law.THIS AMENDMENT SHALL BE DEEMED TO BE
A CONTRACT 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 4.8Successors and Assigns.This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SUBPART 4.9General.Except as amended hereby, the Existing
Credit Agreement and all other Credit Documents shall continue in full force and effect.

[Remainder
of Page Intentionally Left Blank]

---

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Credit Agreement as of the date first above written.

|BORROWER: | WELLPOINT HEALTH NETWORKS INC.,a Delaware corporation |                       
|--------- | ----------------------------------------------------- | ----------------------
|          |                                                       |                       
|          |                                                       |                       
|          | By:                                                   | /s/R. DAVID KRETSCHMER
|          |                                                       |                       
|          | Name:                                                 | R. David Kretschmer   
|          | Title:                                                | V.P., Treasurer       
|          |                                                       |                       
|          |                                                       |                       
|          |                                                       |                       
|          |                                                       |                       

---

|ADMINISTRATIVE AGENT: | BANK OF AMERICA, N.A.
|--------------------- | ---------------------
|                      |                      
|                      |                      
|                      | By:                  
|                      |                      
|                      | Name:                
|                      | Title:               
|                      |                      
|                      |                      
|                      |                      
|                      |                      

---

|SYNDICATION AGENT: | JPMORGAN,a division of Chase Securities, Inc.
|------------------ | ---------------------------------------------
|                   |                                              
|                   |                                              
|                   | By:                                          
|                   |                                              
|                   | Name:                                        
|                   | Title:                                       
|                   |                                              
|                   |                                              
|                   |                                              
|                   |                                              

---

|LENDERS:                   | BANK OF AMERICA, N.A.
|-------------------------- | ---------------------
|                           |                      
|                           |                      
|                           | By:                  
|                           |                      
|                           | Name:                
|                           | Title:               
|                           |                      
|                           |                      
|                           |                      
|                           |                      
|[signature pages continue]
|                           |                      
|                           |                      
|                           |                      
|                           |                      

---

|                           | THE INDUSTRIAL BANK OF JAPAN, LIMITED
|-------------------------- | -------------------------------------
|                           |                                      
|                           |                                      
|                           | By:                                  
|                           |                                      
|                           | Name:                                
|                           | Title:                               
|                           |                                      
|                           |                                      
|                           |                                      
|                           |                                      
|[signature pages continue]
|                           |                                      
|                           |                                      
|                           |                                      
|                           |                                      

---

|                           | BANK ONE, N.A.
|-------------------------- | --------------
|                           |               
|                           |               
|                           | By:           
|                           |               
|                           | Name:         
|                           | Title:        
|                           |               
|                           |               
|                           |               
|                           |               
|[signature pages continue]
|                           |               
|                           |               
|                           |               
|                           |               

---

|                           | JP MORGAN CHASE BANK
|-------------------------- | --------------------
|                           |                     
|                           |                     
|                           | By:                 
|                           |                     
|                           | Name:               
|                           | Title:              
|                           |                     
|                           |                     
|                           |                     
|                           |                     
|[signature pages continue]
|                           |                     
|                           |                     
|                           |                     
|                           |                     

---

|                           | CITICORP USA, INC.
|-------------------------- | ------------------
|                           |                   
|                           |                   
|                           | By:               
|                           |                   
|                           | Name:             
|                           | Title:            
|                           |                   
|                           |                   
|                           |                   
|                           |                   
|[signature pages continue]
|                           |                   
|                           |                   
|                           |                   
|                           |                   

---

|                           | MELLON BANK, N.A.
|-------------------------- | -----------------
|                           |                  
|                           |                  
|                           | By:              
|                           |                  
|                           | Name:            
|                           | Title:           
|                           |                  
|                           |                  
|                           |                  
|                           |                  
|[signature pages continue]
|                           |                  
|                           |                  
|                           |                  
|                           |                  

---

|                           | CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH
|-------------------------- | -------------------------------------------------
|                           |                                                  
|                           |                                                  
|                           | By:                                              
|                           |                                                  
|                           | Name:                                            
|                           | Title:                                           
|                           |                                                  
|                           |                                                  
|                           | By:                                              
|                           |                                                  
|                           | Name:                                            
|                           | Title:                                           
|                           |                                                  
|                           |                                                  
|                           |                                                  
|                           |                                                  
|[signature pages continue]
|                           |                                                  
|                           |                                                  
|                           |                                                  
|                           |                                                  

---

|                           | THE BANK OF NEW YORK
|-------------------------- | --------------------
|                           |                     
|                           |                     
|                           | By:                 
|                           |                     
|                           | Name:               
|                           | Title:              
|                           |                     
|                           |                     
|                           |                     
|                           |                     
|[signature pages continue]
|                           |                     
|                           |                     
|                           |                     
|                           |                     

---

|                           | SUNTRUST BANK
|-------------------------- | -------------
|                           |              
|                           |              
|                           | By:          
|                           |              
|                           | Name:        
|                           | Title:       
|                           |              
|                           |              
|                           |              
|                           |              
|[signature pages continue]
|                           |              
|                           |              
|                           |              
|                           |              

---

|                           | UBS AG, STAMFORD BRANCH
|-------------------------- | -----------------------
|                           |                        
|                           |                        
|                           | By:                    
|                           |                        
|                           | Name:                  
|                           | Title:                 
|                           |                        
|                           |                        
|                           | By:                    
|                           |                        
|                           | Name:                  
|                           | Title:                 
|                           |                        
|                           |                        
|                           |                        
|                           |                        
|[signature pages continue]
|                           |                        
|                           |                        
|                           |                        
|                           |                        

---

|                           | DEUTSCHE BANK AG
New York and/or Cayman Islands Branches
|-------------------------- | --------------------------------------------------------
|                           |                                                         
|                           |                                                         
|                           | By:                                                     
|                           |                                                         
|                           | Name:                                                   
|                           | Title:                                                  
|                           |                                                         
|                           |                                                         
|                           | By:                                                     
|                           |                                                         
|                           | Name:                                                   
|                           | Title:                                                  
|                           |                                                         
|                           |                                                         
|                           |                                                         
|                           |                                                         
|[signature pages continue]
|                           |                                                         
|                           |                                                         
|                           |                                                         
|                           |                                                         

---

|                           | LEHMAN COMMERCIAL PAPER INC.
|-------------------------- | ----------------------------
|                           |                             
|                           |                             
|                           | By:                         
|                           |                             
|                           | Name:                       
|                           | Title:                      
|                           |                             
|                           |                             
|                           |                             
|                           |                             
|[signature pages continue]
|                           |                             
|                           |                             
|                           |                             
|                           |                             

---

|                           | WACHOVIA BANK, N.A.
|-------------------------- | -------------------
|                           |                    
|                           |                    
|                           | By:                
|                           |                    
|                           | Name:              
|                           | Title:             
|                           |                    
|                           |                    
|                           |                    
|                           |                    
|[signature pages continue]
|                           |                    
|                           |                    
|                           |                    
|                           |                    

---

|                           | KBC BANK, N.V.
|-------------------------- | --------------
|                           |               
|                           |               
|                           | By:           
|                           |               
|                           | Name:         
|                           | Title:        
|                           |               
|                           |               
|                           | By:           
|                           |               
|                           | Name:         
|                           | Title:        
|                           |               
|                           |               
|                           |               
|                           |               
|[signature pages continue]
|                           |               
|                           |               
|                           |               
|                           |               

---

|                           | FLEET NATIONAL BANK
|-------------------------- | -------------------
|                           |                    
|                           |                    
|                           | By:                
|                           |                    
|                           | Name:              
|                           | Title:             
|                           |                    
|                           |                    
|                           |                    
|                           |                    
|[signature pages continue]
|                           |                    
|                           |                    
|                           |                    
|                           |                    

---

|                           | BNP PARIBAS
|-------------------------- | -----------
|                           |            
|                           |            
|                           | By:        
|                           |            
|                           | Name:      
|                           | Title:     
|                           |            
|                           |            
|                           | By:        
|                           |            
|                           | Name:      
|                           | Title:     
|                           |            
|                           |            
|                           |            
|                           |            
|[signature pages continue]
|                           |            
|                           |            
|                           |            
|                           |            

---

|                           | THE SUMITOMO BANK, LIMITED
|-------------------------- | --------------------------
|                           |                           
|                           |                           
|                           | By:                       
|                           |                           
|                           | Name:                     
|                           | Title:                    
|                           |                           
|                           |                           
|                           |                           
|                           |                           
|[signature pages continue]
|                           |                           
|                           |                           
|                           |                           
|                           |                           

---

|                           | SOCIETE GENERALE
|-------------------------- | ----------------
|                           |                 
|                           |                 
|                           | By:             
|                           |                 
|                           | Name:           
|                           | Title:          
|                           |                 
|                           |                 
|                           |                 
|                           |                 
|[signature pages continue]
|                           |                 
|                           |                 
|                           |                 
|                           |                 

---

|                           | CREDIT LYONNAIS NEW YORK BRANCH
|-------------------------- | -------------------------------
|                           |                                
|                           |                                
|                           | By:                            
|                           |                                
|                           | Name:                          
|                           | Title:                         
|                           |                                
|                           |                                
|                           |                                
|                           |                                
|[signature pages continue]
|                           |                                
|                           |                                
|                           |                                
|                           |                                

---

|                           | BANCA DI ROMA
|-------------------------- | -------------
|                           |              
|                           |              
|                           | By:          
|                           |              
|                           | Name:        
|                           | Title:       
|                           |              
|                           |              
|                           | By:          
|                           |              
|                           | Name:        
|                           | Title:       
|                           |              
|                           |              
|                           |              
|                           |              
|[signature pages continue]

---

SCHEDULE 2.01
COMMITMENTS
(364-Day Credit Agreement)

|Lender                                |  | Commitment Amount |                | Commitment Percentage |              
|------------------------------------- |  | ----------------- | -------------- | --------------------- | -------------
|Bank of America, N.A.                 |  | $                 | 20,625,000     |                       | 8.250000000  
|The Chase Manhattan Bank              |  | $                 | 20,625,000     |                       | 8.250000000  
|The Industrial Bank of Japan, Limited |  | $                 | 15,000,000     |                       | 6.000000000  
|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                         |  | $                 | 12,500,000     |                       | 5.000000000  
|UBS AG, Stamford Branch               |  | $                 | 12,500,000     |                       | 5.000000000  
|Deutsche Bank AG                      |  | $                 | 12,500,000     |                       | 5.000000000  
|Lehman Commercial Paper Inc.          |  | $                 | 12,500,000     |                       | 5.000000000  
|Wachovia Bank, N.A.                   |  | $                 | 12,500,000     |                       | 5.000000000  
|KBC Bank, N.V.                        |  | $                 | 12,500,000     |                       | 5.000000000  
|Fleet National Bank                   |  | $                 | 10,625,000     |                       | 4.250000000  
|BNP Paribas                           |  | $                 | 10,625,000     |                       | 4.250000000  
|The Sumitomo Bank, Limited            |  | $                 | 8,750,000      |                       | 3.500000000  
|Societe Generale                      |  | $                 | 8,750,000      |                       | 3.500000000  
|Credit Lyonnais New York Branch       |  | $                 | 6,250,000      |                       | 2.500000000  
|Banca Di Roma                         |  | $                 | 6,250,000      |                       | 2.500000000  
|                                      |  |                   |                |                       |              
|Total:                                |  | $                 | 250,000,000.00 |                       | 100.000000000

---

QuickLinks