**Exhibit10.1**

 

**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:

 

EffectiveFebruary 28, 2004, the Plan is amended by the addition of Appendix XVI,which reads as follows:

 

**“Appendix XVI**

**2004 Profit Sharing and BonusContributions**

 

1.01         Profit SharingContribution

 

(a)           Eligibility.              A discretionaryProfit Sharing Contribution shall be made on behalf of each Eligible Employee(as defined in Section 2.12 of the Plan) who is in the employ of aParticipating Company (as defined in this Section 1.01(a) of this AppendixXVI) on both December 31, 2003 and February 28, 2004.  Notwithstanding the preceding sentence, forpurposes of this Section 1.01(a) of this Appendix XVI, the term “EligibleEmployee” shall not include (i) a participant for the entire 2003 calendar yearin either the Company’s Management Bonus Plan or Executive Officer AnnualIncentive Plan (or successor plans); (ii) a participant in a profit sharingplan, program, or arrangement under which cash payments are made to eligibleemployees (as defined by such profit sharing plan, program, or arrangement) byCrossroads Acquisition Corp., d.b.a., Cobalt Corporation (or an affiliatedentity prior to the acquisition by the Company effective as ofSeptember 24, 2003), including, but not limited to, the United GovernmentServices, LLC 2003 Profit Sharing Plan, the United Government Services, LLC2003 Medicare and Medicaid Management Incentive Plan, the Claim ManagementServices, Inc. Senior Executive or Vice President Incentive Compensation Plan,Cobalt Corporation/Unity Health Plans Insurance Corporation 2003 Profit SharingPlan, and TrustSolutions, LLC 2003 Profit Sharing Plan; (iii) an EligibleEmployee who, as of February 28, 2004, is on a leave of absence in excessof six (6) months; and (vi) an Employee whose terms of employment are governedby a collective bargaining agreement except to the extent such agreementexpressly provides for an allocation of any Profit Sharing Contribution (assuch terms are defined by the Plan). For purposes of this Section 1.01(a) of this Appendix XVI, the term“Participating Company” shall mean the following:

 

Blue Cross of California

 

Blue Cross and BlueShield of Georgia, Inc.

 

Blue Cross Blue Shield ofWisconsin

 

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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.

 

Meridian ResourceCompany, LLC

 

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 Healthland LifeInsurance Company

 

United WisconsinInsurance Company

 

United WisconsinProservices, Inc.

 

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Unity Health PlansInsurance Corporation

 

Valley Health Plan, Inc.

 

WellPoint DevelopmentCompany, Inc.

 

WellPoint Health NetworksInc.

 

(b)           Amount.                The Company shallcontribute to the Plan, on behalf of Eligible Employees (as defined inSection 1.01(a) of this Appendix XVI), five percent (5%) of Compensation(as defined in this Section 1.01(c) of this Appendix XVI) for the PlanYear beginning January 1, 2003 and ending December 31, 2003.

 

(c)           Compensation.

 

(1)           For purposes of thisSection 1.01 of this Appendix XVI, Compensation means all regular baseearnings paid by a Participating Company, subject to Section 1.01(c)(3) ofthis Appendix XVI.

 

(2)           Compensation alsoincludes, but is not limited to, the following items, subject toSection 1.01(c)(3) of this Appendix XVI:

 

(A)          vacation pay;

 

(B)           salary continuance(other than severance);

 

(C)           Paid Time Off paid by aParticipating Company;

 

(D)          salary deferrals underthe WellPoint Health Networks Inc. Comprehensive Executive Non-QualifiedRetirement Plan;

 

(E)           sales commissions;

 

(F)           overtime;

 

(G)           elective contributionsthat are not includible in income under Code Sections 125, 402(e)(3), 402(h),or 403(b); and

 

(H)          all bonuses (other thanstarting bonuses and bonuses paid with respect to the 2002 calendar year duringthe 2003 plan year under the Company’s Management Bonus Plan) and incentivepayments (other than Instabucks).

 

(3)           Base earnings does notinclude:

 

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(A)          the portion of theParticipant’s regular base earnings taken into account in the calculation of abonus payment with respect to the 2003 calendar year under the Company’sManagement Bonus Plan;

 

(B)           severance pay;

 

(C)           imputed income;

 

(D)          moving expenses;

 

(E)           awards (including, butnot limited, Honor, Impact, Recognition, car pool, and general awards); or

 

(F)           payments made under anygroup insurance plan.

 

(4)           Compensation shall notinclude pay in lieu of Paid Time Off that is unused at a Participant’stermination of employment.

 

(5)           For purposes of thisSection 1.01(c) of this Appendix XVI, (i) Compensation of EligibleEmployees of Golden West Health Plan, Inc. shall include Compensation received,if any, from such entity during the period from January 1, 2003 throughJune 29, 2003, as well as the period from June 30, 2003 throughDecember 31, 2003; (ii) Compensation of Eligible Employees of Crossroads AcquisitionCorp., d.b.a., Cobalt Corporation (or an affiliated entity prior to theacquisition by the Company effective as of September 24, 2003) shallinclude Compensation received, if any, from such entities during the periodfrom January 1, 2003 through September 23, 2003, as well as theperiod from September 24, 2003 through December 31, 2003; and (iii)Compensation of Eligible Employees of Health Core, Inc. shall includeCompensation received, if any, from such entity during the period fromJanuary 1, 2003 through November 9, 2003, as well as the period fromNovember 10, 2003 through December 31, 2003.

 

(d)           Vesting.The Profit Sharing Contributionshall be fully vested in accordance with Section 8.01 of the Plan.

 

(e)           Timing ofContribution.      The ProfitSharing Contribution will be allocated to the Profit Sharing Accounts ofEligible Employees (as defined in Section 1.01(a) of this Appendix XVI) assoon as administratively possible following February 28, 2004.

 

1.02         Bonus Contribution

 

(a)           Eligibility.              A Bonus Contributionshall be made on behalf of each Eligible Employee (as defined inSection 2.12 of the Plan) who is in the employ of a Participating Company(as defined in this Section 1.02(a) of this Appendix XVI) on both

 

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December 31, 2003and February 28, 2004. Notwithstanding the preceding sentence, for purposes of thisSection 1.02(a) of this Appendix XVI, the term “Eligible Employee” shallnot include (i) an Eligible Employee who, as of February 28, 2004, is on aleave of absence in excess of six (6) months; or (ii) an Employee whose termsof employment are governed by a collective bargaining agreement that is ineffect as of February 28, 2004, except to the extent such agreementexpressly provides for an allocation of any Bonus Contribution (as such termsare defined by the Plan).  For purposesof this Section 1.02 of this Appendix XVI, the term “ParticipatingCompany” shall mean the following:

 

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.

 

Meridian ResourceCompany, LLC

 

Precision Rx, Inc.

 

Professional ClaimServices, Inc.

 

RightCHOICE Managed Care,Inc.

 

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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.

 

WellPoint Health NetworksInc.

 

(b)           Amount.                The Company shallcontribute to the Plan, on behalf of Eligible Employees (as defined inSection 1.02(a) of this Appendix XVI) twenty (20) shares of the WellPointCommon Stock (as defined in Section 2.30 of the Plan).

 

(c)           Vesting.The Bonus Contribution shall befully vested in accordance with Section 8.01 of the Plan.

 

(d)           Timing ofContribution.      The BonusContribution shall be allocated to the Bonus Contribution Accounts of EligibleEmployees (as defined in Section 1.02(a) of this Appendix XVI) as soon asadministratively possible following February 28, 2004.”

 

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IN WITNESS WHEREOF,WellPoint Health Networks Inc. has caused this Amendment to be executedeffective as of February 28, 2004.

 

 

**WELLPOINT HEALTH NETWORKS INC.**

 

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

 

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