**Exhibit10.12**

 

**AMENDMENT**

**TO THE**

**WELLPOINT 401(k) RETIREMENT SAVINGSPLAN**

 

The WellPoint 401(k) Retirement Savings Plan, asamended to January 1, 2001 (the “Plan”), is further amended effectiveas of the dates provided below in response to requests from the InternalRevenue Service in connection with the determination letter submission datedFebruary 28, 2002:

 

1.                                       Section1.02(b)(3) of Appendix I is eliminated, effective as ofJanuary 1, 1998, to confirm that the Plan is not a Code Section401(k) safe harbor plan.

 

2.                                       Sections1.02(e) and 1.02(f) of Appendix III are amended, effective for Plan Yearsbeginning on and after January 1, 1997, to revise the followingdefinitions:

 

(e)           “Required Aggregation Group” means agroup of two or more plans (including terminated plans) consisting of (i) aqualified plan of an Affiliated Company (including a simplified employeepension plan) in which at least one Key Employee participates and (ii) anyother qualified plan or plans of the Affiliated Company that enable the plandescribed in clause (i) to meet the requirements of Code Sections 401(a)(4) or410.

 

(f)            “Permissive Aggregation Group” meansa group of plans consisting of (i) a Required Aggregation Group and(ii) one or more other plan or plans of an Affiliated Company, providedthat such group continues to satisfy the requirements of Code Sections401(a)(4) or 410.

 

3.             An introduction is added to Section 1.02(d) of AppendixI, effective for Plan Years beginning on and after January 1, 1997,to read as follows:

 

(d)           Satisfaction of DeferralPercentage Test.  The dollarleveling method described in paragraph (2) and the ratio leveling methoddescribed in paragraph (3) below apply in Plan Years beginning on and afterJanuary 1, 1997.

 

4.             An introduction is added to Section 1.03 of Appendix I,effective for Plan Years beginning on and after January 1, 1997, toread as follows:

 

1.03         Limitation on Matching Contributions.  The dollar leveling method and the ratioleveling method described in subsection (a) below apply in Plan Years beginningon and after January 1, 1997.

 

5.                                       Anew section is added at the end of Appendix XII, effective as ofMay 1, 2002, to read as follows:

 

1.09         Special Effective Dates.  The RightCHOICE Plan received a favorabledetermination letter dated April 6, 2003 on the plan as amendedthrough

 

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February 28, 2002,including the GUST changes.  Thefollowing special effective dates apply to the provisions of the RightCHOICEPlan as in effect prior to the merger:

 

(a)           The benefit of a participant (other thana 5% owner within the meaning of Code Section 416(i)) accrued under theRightCHOICE Plan commenced no later than April 1 of the calendar yearfollowing the calendar year in which the participant attained age 70 1⁄2 orterminated employment, whichever occurred later.  If the participant was a 5% owner (within the meaning of CodeSection 416(i)), the participant’s benefit commenced no later than April 1of the calendar year following the calendar year in which the participantattained age 70 1⁄2, regardless of whether the participant continued inemployment.  Notwithstanding the firstsentence in this subsection (a), in the case of a participant other than a 5%owner (within the meaning of Code Section 416(i)) who at any time afterDecember 31, 1995 and prior to January 1, 2001, attained age 70 1⁄2 andmade an irrevocable election to commence payments while actively employed,payment to such participant commenced no later than April 1 following thecalendar year in which the participant attained age 70 1⁄2, regardless of whetherthe participant continued in employment.

 

(b)           The definition of “compensation” forcontribution purposes and testing purposes was expanded to include compensationamounts that are not includible in gross income under Code Sections 125, 132(f)(4),402(e)(3), 402(h) and 403(b) effective January 1, 1998.  The definition of compensation for CodeSection 415 purposes was amended for plan years beginning after December 31,1997 to include any elective deferrals as defined in Code Section 402(g)(3) andamounts not includible in gross income by reason of Code Section 125, 132(f) or457.

 

6.                                       Anew section is added at the end of Appendix XIII, effective as ofMay 6, 2002, to read as follows:

 

1.09         Special Effective Dates.  The HealthLink Plan represented the adoptionof a nonstandard prototype plan.  At thetime of the merger, the prototype plan sponsor had not received a favorableopinion letter taking into account the GUST amendments.  The HealthLink Plan is amended for therequired GUST changes by the merger into the Plan, provided, however, thefollowing special effective dates apply:

 

(a)           The increase from $3,500 to $5,000for mandatory cashouts of small accounts was effective July 1, 1999.

 

(b)           The required beginning date changemade by the Small Business Job Protection Act of 1996 under which participants(other than 5% owners within the meaning of Code Section 416(i)) can defer

 

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distribution until April1 following the later of (i) the calendar year in which the individualattains age 70 1⁄2 and (ii) the calendar year in which the participantterminates employment is effective as of May 6, 2002.

 

(c)           The definition of “compensation” forcontribution purposes is expanded to include compensation amounts that are notincludible in gross income under Code Sections 125, 132(f)(4), 402(e)(3),402(h) and 403(b) effective January 1, 1998.  For purposes of the average deferralpercentage test and average contribution percentage test, Code Section132(f)(4) amounts are not included.

 

(d)           Hardship distributions within themeaning of Code Section 401(k)(2)(B)(i)(IV) were excluded from the definitionof “eligible rollover distribution for distributions made on and after July 1,1999.

 

 

IN WITNESS WHEREOF, WellPoint Health Networks Inc. hascaused this Amendment to be executed as of the 10th day of October, 2003.

 

 

 

 
| **WELLPOINT HEALTH NETWORKS INC.** |
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| By:                                |     /s/  J. THOMAS VAN BERKEM |   | Date:  10/10/03 |

 

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