**Exhibit 10.10**

 

 

**WELLPOINT401(k) RETIREMENT SAVINGS PLAN**

 

 

Generally EffectiveJanuary 1, 2002(As Amended through March 1, 2002)

 

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**WellPoint401(k) Retirement Savings Plan**

 

**TABLE OFCONTENTS**

 
|                         | PAGE   |
|------------------------------|--------|
| ARTICLE I  HISTORY      | 1      |
|                         |   |   |   |
| ARTICLE II  DEFINITIONS | 1      |
|                         |   |   |   |
|                         | 2.01   | “Account” | 1 |
|                         | 2.02   | “Active Participant” | 1 |
|                         | 2.03   | “Affiliated Company” | 1 |
|                         | 2.04   | “Annuity Starting Date” | 2 |
|                         | 2.05   | “Beneficiary” | 2 |
|                         | 2.06   | “Code” | 2 |
|                         | 2.07   | “Committee” | 2 |
|                         | 2.08   | “Company” | 2 |
|                         | 2.09   | “Compensation” | 2 |
|                         | 2.10   | “Deferral Rate” | 3 |
|                         | 2.11   | “Directors” | 3 |
|                         | 2.12   | “Eligible Employee” | 3 |
|                         | 2.13   | “Employee” | 3 |
|                         | 2.14   | “ERISA” | 3 |
|                         | 2.15   | “401(a)(17) Limit” | 3 |
|                         | 2.16   | “Highly Compensated  Employee” | 3 |
|                         | 2.17   | “Hour of Service” | 4 |
|                         | 2.18   | “Leased Employee” | 4 |
|                         | 2.19   | “Non-Highly Compensated  Employee” | 4 |
|                         | 2.20   | “Participant” | 4 |
|                         | 2.21   | “Participating Company” | 4 |
|                         | 2.22   | “Plan” | 4 |
|                         | 2.23   | “Plan  Year” | 4 |
|                         | 2.24   | “Regulation” | 5 |
|                         | 2.25   | “Remuneration” | 5 |
|                         | 2.26   | “Temporary Employee” | 5 |
|                         | 2.27   | “Trust Agreement” | 5 |
|                         | 2.28   | “Trustee” | 5 |
|                         | 2.29   | “Valuation Date” | 5 |
|                         | 2.30   | “WellPoint Common Stock” | 5 |
|                         | 2.31   | “WellPoint Common Stock  Fund” | 5 |
|                         | 2.32   | “Year of Service” | 5 |
|                         |   |   |   |
| ARTICLE III SERVICE     | 5      |
|                         |   |   |   |
|                         | 3.01   | Hour of Service | 5 |
|                         | 3.02   | Year of Service | 5 |
|                         | 3.03   | One Year Period of  Severance | 6 |

 

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|                                                         | 3.04   | Severance from Service Date                                                             | 6      |
|--------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------|--------|
|                                                         | 3.05   | Reemployment Date                                                                       | 6      |
|                                                         | 3.06   | Military Service                                                                        | 6      |
|                                                         | 3.07   | One Month of Service                                                                    | 6      |
|                                                         | 3.08   | AHI Healthcare Corporation                                                              | 6      |
|                                                         | 3.09   | Sharp Hospitals                                                                         | 6      |
|                                                         | 3.10   | Massachusetts Mutual  Life & Health Benefits Management                             | 7      |
|                                                         | 3.11   | Cost Care, Inc. and  John Hancock Mutual Life Insurance Company                         | 7      |
|                                                         | 3.12   | 1997  Transition Rule for Service Crediting for Former Cost Care and Hancock  Employees | 7      |
|                                                         | 3.13   | NCPPO                                                                                   | 7      |
|                                                         | 3.14   | Rush Prudential                                                                         | 7      |
|                                                         | 3.15   | Rx  America, LLC                                                                        | 7      |
|                                                         | 3.16   | BCBSGA                                                                                  | 8      |
|                                                         |   |                                                                                    |   |
| ARTICLE IV  PARTICIPATION                               | 8      |
|                                                         |   |                                                                                    |   |
|                                                         | 4.01   | General Rule                                                                            | 8      |
|                                                         | 4.02   | Status                                                                                  | 8      |
|                                                         | 4.03   | Rehire and Reinstatement                                                                | 8      |
|                                                         |   |                                                                                    |   |
| ARTICLE V  CONTRIBUTIONS                                | 8      |
|                                                         |   |                                                                                    |   |
|                                                         | 5.01   | Salary Deferral  Contributions                                                          | 8      |
|                                                         | 5.02   | Matching Contributions                                                                  | 9      |
|                                                         | 5.03   | Special Contributions                                                                   | 11     |
|                                                         | 5.04   | Rollover Contributions                                                                  | 11     |
|                                                         | 5.05   | Trust-to-Trust Transfers                                                                | 11     |
|                                                         | 5.06   | Restoration                                                                             | 11     |
|                                                         | 5.07   | Deductibility                                                                           | 11     |
|                                                         | 5.08   | Mistake of Fact                                                                         | 11     |
|                                                         | 5.09   | Limits                                                                                  | 12     |
|                                                         | 5.10   | Bonus Contribution                                                                      | 12     |
|                                                         |   |                                                                                    |   |
| ARTICLE VI  INVESTMENT FUNDS AND WELLPOINT COMMON STOCK | 13     |
|                                                         |   |                                                                                    |   |
|                                                         | 6.01   | Individual  Direction of Investments                                                    | 13     |
|                                                         | 6.02   | WellPoint Common Stock Fund                                                             | 13     |
|                                                         | 6.03   | Purchase Price                                                                          | 13     |
|                                                         | 6.04   | Voting and Tender Offers                                                                | 13     |
|                                                         | 6.05   | Restriction on  Liquidation of Units in a WellPoint Common Stock Fund                   | 14     |
|                                                         | 6.06   | Responsibility                                                                          | 15     |
|                                                         |   |                                                                                    |   |
| ARTICLE VII VALUATION                                   | 15     |
|                                                         |   |                                                                                    |   |
| ARTICLE VIII VESTING                                    | 15     |
|                                                         |   |                                                                                    |   |
| ARTICLE IX  IN-SERVICE WITHDRAWALS                      | 15     |

 

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|                                                                 | 9.01   | Age  59-1/2                                         | 16     |
|----------------------------------------------------------------------|--------|-----------------------------------------------------|--------|
|                                                                 | 9.02   | Rollover Account  Withdrawals                       | 16     |
|                                                                 | 9.03   | Post-Tax Contributions                              | 16     |
|                                                                 | 9.04   | Hardship Withdrawals                                | 16     |
|                                                                 | 9.05   | Form                                                | 17     |
|                                                                 |   |                                                |   |
| ARTICLE X  LOANS                                                | 17     |
|                                                                 |   |                                                |   |
|                                                                 | 10.01  | Authorization                                       | 17     |
|                                                                 | 10.02  | Amount                                              | 18     |
|                                                                 | 10.03  | Maximum Number                                      | 18     |
|                                                                 | 10.04  | Application and Note                                | 18     |
|                                                                 | 10.05  | Individual Account                                  | 18     |
|                                                                 | 10.06  | Interest                                            | 18     |
|                                                                 | 10.07  | Repayment                                           | 18     |
|                                                                 | 10.08  | Default                                             | 18     |
|                                                                 | 10.09  | Guidelines                                          | 18     |
|                                                                 |   |                                                |   |
| ARTICLE XI  DISTRIBUTION OF BENEFITS                            | 19     |
|                                                                 |   |                                                |   |
|                                                                 | 11.01  | Date Benefits Become  Distributable                 | 19     |
|                                                                 | 11.02  | Date Benefits Will Be  Distributed                  | 19     |
|                                                                 | 11.03  | No Election                                         | 19     |
|                                                                 | 11.04  | Retroactive Payment                                 | 19     |
|                                                                 | 11.05  | Inability to Locate  Recipient                      | 19     |
|                                                                 | 11.06  | Distribution to  Minor or Incompetent               | 19     |
|                                                                 | 11.07  | Small Account                                       | 20     |
|                                                                 | 11.08  | Form of Distribution                                | 20     |
|                                                                 | 11.09  | Distributions  from the WellPoint Common Stock Fund | 20     |
|                                                                 | 11.10  | Direct Rollover                                     | 20     |
|                                                                 | 11.11  | General Waiver of 30-Day  Requirement               | 21     |
|                                                                 | 11.12  | Special Waiver of  30-Day Requirement               | 21     |
|                                                                 |   |                                                |   |
| ARTICLE XII BENEFICIARY  DESIGNATIONS                           | 22     |
|                                                                 |   |                                                |   |
|                                                                 | 12.01  | All Participants                                    | 22     |
|                                                                 | 12.02  | Married Participants                                | 22     |
|                                                                 | 12.03  | Ineffective Designation                             | 22     |
|                                                                 |   |                                                |   |
| ARTICLE XIII CLAIMS PROCEDURE                                   | 22     |
|                                                                 |   |                                                |   |
| ARTICLE XIV ALIENATION AND  QUALIFIED DOMESTIC RELATIONS ORDERS | 23     |
|                                                                 |   |                                                |   |
|                                                                 | 14.01  | Prohibition                                         | 23     |
|                                                                 | 14.02  | Qualified Domestic  Relations Order                 | 23     |
|                                                                 |   |                                                |   |
| ARTICLE XV  ADMINISTRATION                                      | 23     |
|                                                                 |   |                                                |   |
|                                                                 | 15.01  | Committee                                           | 23     |
|                                                                 | 15.02  | Power                                               | 23     |

 

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|                                                | 15.03  | Indemnification                       | 23     |
|-----------------------------------------------------|--------|---------------------------------------|--------|
|                                                | 15.04  | Expenses                              | 23     |
|                                                |   |                                  |   |
| ARTICLE XVI AMENDMENTS                         | 24     |
|                                                |   |                                  |   |
|                                                | 16.01  | Directors                             | 24     |
|                                                | 16.02  | Officers                              | 24     |
|                                                | 16.03  | Effect                                | 24     |
|                                                |   |                                  |   |
| ARTICLE XVII TERMINATION, MERGER  AND TRANSFER | 24     |
|                                                |   |                                  |   |
|                                                | 17.01  | Participating Companies               | 24     |
|                                                | 17.02  | Company                               | 24     |
|                                                | 17.03  | Determination of  Partial Termination | 24     |
|                                                | 17.04  | Mergers and Transfers                 | 24     |
|                                                |   |                                  |   |
| ARTICLE XVIII MISCELLANEOUS                    | 25     |
|                                                |   |                                  |   |
|                                                | 18.01  | Limitation of Rights                  | 25     |
|                                                | 18.02  | Satisfaction of Claims                | 25     |
|                                                | 18.03  | Construction                          | 25     |
|                                                | 18.04  | Severability                          | 25     |
|                                                | 18.05  | Source of Benefits                    | 25     |

 

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| APPENDIX  I    | TESTING  SALARY DEFERRAL AND MATCHING CONTRIBUTIONS                                |
|----------------|------------------------------------------------------------------------------------|
|           |                                                                               |   |
| APPENDIX II:   | LIMITATIONS ON ALLOCATIONS                                                         |
|           |                                                                               |   |
| APPENDIX III:  | TOP HEAVY PROVISIONS                                                               |
|           |                                                                               |   |
| APPENDIX IV:   | PARTICIPATION OF UNICARE FINANCIAL CORP.  EMPLOYEES                                |
|           |                                                                               |   |
| APPENDIX  V:   | PARTICIPATION  OF COST CARE INC. EMPLOYEES                                         |
|           |                                                                               |   |
| APPENDIX VI:   | PARTICIPATION OF JOHN HANCOCK MUTUAL LIFE  INSURANCE EMPLOYEES                     |
|           |                                                                               |   |
| APPENDIX VII:  | PARTICIPATING COMPANIES                                                            |
|           |                                                                               |   |
| APPENDIX VIII: | DISTRIBUTION PROVISIONS                                                            |
|           |                                                                               |   |
| APPENDIX IX:   | MERGER OF NATIONAL CAPITAL PREFERRED  PROVIDER ORGANIZATION, INC. 401(k) PLAN      |
|           |                                                                               |   |
| APPENDIX  X:   | MERGER  OF RUSH PRUDENTIAL HEALTH PLANS RETIREMENT PLAN                            |
|           |                                                                               |   |
| APPENDIX XI:   | MERGER OF BLUE CROSS AND BLUE SHIELD OF  GEORGIA, INC. TAX-FAVORED SAVINGS PROGRAM |

 

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**WELLPOINT401(k) RETIREMENT SAVINGS PLAN**

 

**ARTICLE I**

 

**HISTORY**

 

Effective July 1, 1992, Blue Cross of Californiaadopted the Salary Deferral Savings Program of Blue Cross of California.  This plan received a favorable IRSdetermination letter in November of 1995, and was subsequentlyamended.  In 1996, the name of the planwas changed to Salary Deferral Savings Program of WellPoint Health NetworksInc.  EffectiveNovember 1, 1998, the name of the plan was changed to WellPoint401(k) Retirement Savings Plan (“Plan”).

 

Effective January 1, 1997, the Plan was restatedto incorporate changes made during the 1995 determination process (“First 1997Restatement”).  The Plan wassubsequently restated effective January 1, 1997 (“Second 1997Restatement”) to incorporate six prior amendments to the First 1997Restatement, including the mergers into the Plan of the National CapitalPreferred Provider Organization, Inc. 401(k) Plan and the Rush PrudentialHealth Plans Retirement Plan.  EffectiveJanuary 1, 2002, the Plan is again restated to reflect four amendments tothe Second 1997 Restatement, including the merger of the Blue Cross and Blue Shieldof Georgia, Inc. Tax-Favored Savings Program and final GUST complianceamendments.

 

The rights and benefits of a Participant in this Planwho ceased to be an Employee before January 1, 2002 will be determined inaccordance with the provisions of the Plan in effect on the date on which thatParticipant ceased to be an Employee, and any provisions of this Plan that arespecifically made effective to such date.

 

**ARTICLE II**

 

**DEFINITIONS**

 

This Plan is subject to technical restrictions thatare outlined in Appendices which, by this reference, are incorporated into thePlan.  Terms that are used in a singleArticle or Appendix are generally defined in that Article orAppendix.  The following terms are usedthroughout the Plan.

 

2.01                           “Account” means the value of all Accounts maintained onbehalf of a Participant or Beneficiary. An Account may include a Special Contributions Account, a SalaryDeferral Contributions Account, Matching Contributions Accounts, a LoanAccount, Rollover Accounts, a Profit Sharing Contributions Account, and aPost-Tax Contributions Account.

 

2.02                           “Active Participant” means a Participant witha Salary Deferral Contribution election currently in effect.

 

2.03                           “Affiliated Company” means a ParticipatingCompany and, with respect to a Participating Company, (i) any corporation that,pursuant to Section 414(b) of the Code, is a

 

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member of a controlledgroup of corporations of which the Participating Company is a member;(ii) any employer that, pursuant to Section 414(c) of the Code, isunder common control with the Participating Company; (iii) any employer that,pursuant to Section 414(m) of the Code, is a member of an affiliatedservice group of which the Participating Company is a member and (iv) anyemployer that, pursuant to Section 414(o) of the Code, is required to beaggregated with the Participating Company.

 

2.04                           “Annuity Starting Date” means the firstdate for which an amount is payable as an annuity or, in the case of a benefitnot payable as an annuity, the first day on which all events have occurred thatentitle a Participant, or Beneficiary, as the case may be, to a benefit underthis Plan.

 

2.05                           “Beneficiary” means the person(s) or entity entitledto receive a Participant’s Account if the Participant dies before distributionof his or her entire Account.

 

2.06                           “Code” means the Internal Revenue Code of 1986, as amended.

 

2.07                           “Committee” means the entity that, pursuant toArticle XV, administers the Plan.

 

2.08                           “Company” means, effective May 20, 1996, WellPointHealth Networks Inc. or a successor to all or a major portion of the assets orbusiness of WellPoint Health Networks Inc. that, by appropriate action, adoptsthe Plan.

 

2.09                           “Compensation” means all regular base earnings paidby a Participating Company.

 

(a)                                  AmountsIncluded.  A reference toCompensation also includes, but is not limited to, the following items, subjectto subsection (c):

 

(1)                                  vacationpay;

 

(2)                                  salarycontinuance (other than severance);

 

(3)                                  sickleave paid by a Participating Company;

 

(4)                                  salarydeferrals under the WellPoint Health Networks Inc. Comprehensive ExecutiveNon-Qualified Retirement Plan;

 

(5)                                  salescommissions;

 

(6)                                  overtime;

 

(7)                                  electivecontributions that are not includible in income under Code Sections 125,402(e)(3), 402(h) or 403(b);

 

(8)                                  allbonuses (other than starting bonuses) and incentive payments (other thanInstabucks); and

 

(9)                                  payin-lieu-of vacation days or floating holidays that are unused at aParticipant’s termination of employment prior to 1998 or occurring in theperiod starting January 1, 2000 and endingFebruary 27, 2001.

 

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(b)                                 Exclusions.  Base earnings does not include:

 

(1)                                  severancepay;

 

(2)                                  imputedincome;

 

(3)                                  movingexpenses;

 

(4)                                  awards(including, but not limited to, Honor, Impact, Recognition, car pool, andgeneral awards); or

 

(5)                                  paymentsmade under any group insurance plan.

 

(c)                                  Exceptions.  Compensation shall not include pay in lieuof vacation days or pay in lieu of any category of paid time off that is unusedat a Participant’s termination of employment.

 

2.10                           “Deferral Rate” means the percentage ofCompensation that a Participant elects to defer as described inSection 5.01.

 

2.11                           “Directors” means the Board of Directors of theCompany.

 

2.12                           “Eligible Employee” means an Employee of aParticipating Company, other than (i) an Employee who has not attained the ageof eighteen (18), (ii) a Leased Employee, (iii)  a Temporary Employee, (iv) a non-resident alien who receives noearned income from sources within the United States, and (iv) an Employee whoseemployment is governed by the terms of a collective bargaining agreement,unless a Participating Company is a party to the agreement and the agreementprovides for coverage of the Employee under this Plan.

 

An Eligible Employee doesnot include (and has not at any time included) any individual during any periodthat individual is not classified or treated by an Affiliated Company as acommon-law employee of an Affiliated Company, without regard to whether suchindividual is subsequently determined to have been a common-law employee of anAffiliated Company.

 

Notwithstanding anythingto the contrary in any Plan document, the collective bargaining agreementbetween Blue Cross of California and the Office and Professional EmployeesInternational Union Local 29, AFL-CIO that became effectiveNovember 16, 1994 governs the determination as to whether individualscovered by that agreement for the period beginning November 16, 1994and ending on the date that the terms of that agreement expire are EligibleEmployees for purposes of the participation provisions of the Plan.

 

2.13                           “Employee” means a person who is employed by anAffiliated Company and any Leased Employee.

 

2.14                           “ERISA” means the Employee Retirement Income Security Actof 1974, as amended.

 

2.15                           “401(a)(17) Limit” means the indexed limit oncompensation that may be taken into account under the Plan as provided underSection 401(a)(17) of the Code.

 

2.16                           “Highly Compensated Employee” means(i) any 5% owner during the current Plan Year or the preceding Plan Year (the“lookback year”) and (ii) any Employee

 

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receiving Remunerationfrom a Participating Company in the lookback year in excess of $80,000 (indexedconsistent with Code Section 414(q)) without regard to whether theEmployee is in the top 20% of Employees ranked by Remuneration.

 

2.17                           “Hour of Service” is defined in Article III.

 

2.18                           “Leased Employee” means an individual who is nototherwise an Employee and who, pursuant to Code Section 414(n), performsservices under primary direction or control of a Participating Company on asubstantially full-time basis.  Notwithstandingthe foregoing, an individual will not be treated as a Leased Employee for aPlan Year for nondiscrimination testing or for any other purpose if either (a)or (b) below is applicable for that Plan Year:

 

(a)                                  SafeharborPlan.  The individual is covered bya money purchase pension plan maintained by the leasing organization meetingthe requirements of Code Section 414(n)(5)(B), and leased employees(determined without regard to this exception) do not constitute more than 20%of all Non-Highly Compensated Employees of all Affiliated Companies.

 

(b)                                 RecordkeepingException.  The Committee has notbeen notified by the individual that the individual is a leased employee, thequalified plans (within the meaning of Code Section 401(a)) that aremaintained by each Affiliated Company exclude leased employees fromparticipation, none of these plans is top heavy (within the meaning of CodeSection 416), and the number of leased persons who, during that Plan Year,perform at least 1500 Hours of Service of work described in Code Sections414(n)(2)(A) and (C) for any Affiliated Company is less than 5% of the numberof Employees (excluding leased persons and Highly Compensated Employees)covered by the qualified plans (within the meaning of Code Section 401(a))of all Affiliated Companies at any time during the Plan Year.

 

2.19                           “Non-Highly Compensated Employee”is an Employee who is not a Highly Compensated Employee.

 

2.20                           “Participant” means (i) an Eligible Employee whobecomes a Participant under Article IV or Article V, (ii) anindividual not described in clause (i) who had an Account balance in anothertax-qualified retirement plan as of the date such plan is merged with the Plan,and (iii) an Employee of an Affiliated Company that is not a ParticipatingCompany who receives an allocation of a Bonus Contribution as described inSection 5.10.  An individualdescribed in clauses (i) through (iii) will be a Participant only for theperiod an Account is maintained under the Plan for such individual.

 

2.21                           “Participating Company” means the Companyand any other company that is authorized in writing by the Directors or by anofficer of the Company at the level of Senior Vice President or above toparticipate in the Plan, and that elects to participate in the Plan on behalfof its Eligible Employees.  Entitiesthat are Participating Companies as of January 1, 2001 are listed inthe Participating Companies Appendix to this Plan.

 

2.22                           “Plan” means, effective November 1, 1998, theWellPoint 401(k) Retirement Savings Plan as amended from time to time.  Prior to November 1, 1998, thename of the Plan was the Salary Deferral Savings Program of WellPoint HealthNetworks Inc.

 

2.23                           “Plan Year” means the calendar year.

 

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2.24                           “Regulation” means Treasury Regulations issued underprovisions of the Internal Revenue Code.

 

2.25                           “Remuneration” means compensation as defined inCode Section 415(c)(3) and in accordance with Treasury Regulation sections1.415-2(d)(2) and 1.415-2(d)(3).  Thisalternate definition of compensation is used for purposes of the HighlyCompensated Employee definition in Section 2.16 and the Testing SalaryDeferral and Matching Contributions Appendix, the Limitations on AllocationsAppendix and the Top Heavy Appendix to this Plan.  Remuneration also includes an Employee’s elective deferrals undera qualified cash or deferred arrangement described in Code Sections 401(k) and402(e)(3), a simplified employee pension plan described in CodeSection 408(k)(6) and a cafeteria plan described in Code Section 125and elective salary reductions not includible in gross income as a qualifiedtransportation fringe under Code Section 132(f)(4).

 

2.26                           “Temporary Employee” means an Employee who iscategorized as a temporary employee by a Participating Company and who performsfewer than 1000 Hours of Service during any consecutive 12-month period.

 

2.27                           “Trust Agreement” means an agreement entered intobetween the Company (on behalf of all Participating Companies) and a Trustee toprovide for the investment, management and control of Plan assets.

 

2.28                           “Trustee” means any person or entity appointed by theCompany to hold the Plan’s assets.

 

2.29                           “Valuation Date” means the last business day ofeach Plan Year, and such other date or dates as may be designated by theCommittee for the valuation of Accounts.

 

2.30                           “WellPoint Common Stock” means the commonstock of the Company.

 

2.31                           “WellPoint Common Stock Fund” means theinvestment fund established by the Committee to permit investment ofParticipants’ Accounts in WellPoint Common Stock.

 

2.32                           “Year of Service” is defined in Article IIIof the Plan.

 

**ARTICLE III**

 

**SERVICE**

 

3.01                           Hour of Service.  An Hour of Service is each hour for which anEmployee is paid or entitled to payment for the performance of services for anAffiliated Company.

 

3.02                           Year of Service.  A Year of Service is a consecutive ornon-consecutive 12-month period beginning on the first date that an Employeeperforms an Hour of Service, on a Reemployment Date (as defined below) or on ananniversary of either of these dates.  Any period of less than 12 consecutive months during which anEmployee does not perform an Hour of Service will be counted when computingYears of Service.  A One Year (or longer)Period of Severance (as defined below) will not be counted when computing Yearsof Service.

 

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3.03                           One Year Period of Severance.  A One Year Period of Severance is a 12consecutive month period that begins on an individual’s Severance from ServiceDate (as defined below), or on an anniversary of that date, during which theindividual does not perform an Hour of Service.

 

3.04                           Severance from Service Date.  An Employee’s Severance from Service Date isthe earliest of the date on which the Employee quits, retires, is discharged ordies, or the first anniversary of the first date of an Employee’s absence forany other reason.

 

(a)                                  Crediting.  Solely for the purpose of determiningwhether a Participant has incurred a One Year Period of Severance, aParticipant will not incur the first One Year Period of Severance that wouldotherwise be counted if severance is due to an Authorized Leave of Absence (asdefined below) or a Maternity or Paternity Leave (as defined below).

 

(b)                                 AuthorizedLeave of Absence.  Authorized Leaveof Absence means a paid or unpaid, temporary cessation from active employmentwith an Affiliated Company for up to 12 months pursuant to an establishedpolicy, due to illness, disability, vacation, a temporary layoff, publicservice, or any other reason.

 

(c)                                  Maternityor Paternity Leave.  Maternity orPaternity Leave means an unpaid absence from work for any period by reason ofthe Employee’s pregnancy, birth of the Employee’s child, placement of a childwith the Employee in connection with the adoption of such child, or any absencefor the purpose of caring for such child for a period immediately followingsuch birth or placement.

 

(d)                                 Failureto Return.  If a Participant failsto return to work immediately on expiration of an Authorized Leave of Absenceor Maternity or Paternity Leave, no credit shall be given for the AuthorizedLeave of Absence or Maternity or Paternity Leave pursuant to this Section.

 

3.05                           Reemployment Date.  An Employee’s Reemployment Date is the first date on which theEmployee performs an Hour of Service after a One Year Period of Severance.

 

3.06                           Military Service.  Notwithstanding any provision of this Plan to the contrary,contributions and benefits with respect to qualified military service will beprovided to the extent required by Code Section 414(u) effectiveDecember 12, 1994.

 

3.07                           One Month of Service.  An Employee will be credited with One Monthof Service on the date that the Employee has been on the payroll of anAffiliated Company, as an Employee, for one full calendar month.

 

3.08                           AHI Healthcare Corporation.  Effective for Employees hired on or afterApril 1, 1995 and before October 1, 1997, those Employees will haveall of their service with AHI Healthcare Corporation (or any wholly ownedsubsidiary thereof) prior to April 1, 1995 treated as service with theCompany for all purposes under this Plan; provided, however, that suchEmployees will not be eligible to receive Matching Contributions under thisPlan.

 

3.09                           Sharp Hospitals.  Individuals who were employed by Sharp Hospitals on February 4,1996, and who became Employees due to a corporate transaction onFebruary 5, 1996, will receive credit under this Plan for all of theirservice with Sharp Hospitals; provided,

 

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however, that no such servicewill be credited for purposes of determining whether an individual is eligiblefor the Grandfathered Match that was implemented in 1997.

 

3.10                           Massachusetts Mutual Life & HealthBenefits Management.  Effective forEmployees hired on or after April 1, 1996 and before October 1, 1997,those Employees will have all of their service with Massachusetts Mutual LifeInsurance Company prior to April 1, 1996 treated as service with theCompany for all purposes under this Plan except for purposes of the GrandfatheredMatch that was implemented in 1997.

 

3.11                           CostCare, Inc. and John Hancock Mutual LifeInsurance Company.  Individualswho were employed by Cost Care, Inc. (“Cost Care”) or by John Hancock MutualLife Insurance Company (“Hancock”) on February 28, 1997, and who becameEmployees due to a corporate transaction on March 1, 1997 (each a“Transferred 1997 Employee”) will receive credit under this Plan for all oftheir service with Cost Care and/or with Hancock through December 31,1996; provided, however, that no such service will be credited for purposes ofdetermining whether an individual is eligible for the Grandfathered Match thatwas implemented in 1997.  EffectiveJanuary 1, 1997, the elapsed time service crediting rules of this Planwill apply for crediting service to Transferred 1997 Employees.  For these purposes, a Participant’s serviceunder the Cost Care, Inc. Savings Plan and/or the Investment-Incentive Plan forJohn Hancock Employees, as the case may be, from January 1, 1997 throughthe date (“Hire Date”) in 1997 that the individual became an Employee of theCompany will be added to the Participant’s service under this Plan from theParticipant’s Hire Date forward.

 

3.12                           1997Transition Rule for ServiceCrediting for Former Cost Care and Hancock Employees.  For the Plan Year ending December 31,1997, a Transferred 1997 Employee who would not otherwise be credited with oneYear of Service under the service crediting rules of this Plan (other than thisrule) will be credited with one Year of Service under this Plan if theTransferred 1997 Employee was credited with 1000 Hours of Service under theCost Care, Inc. Savings Plan or under the Investment-Incentive Plan for HancockEmployees for the period beginning January 1, 1997 and ending on his or herHire Date.  Notwithstanding theforegoing, no such service will be used to determine whether an individual iseligible for the Grandfathered Match that was implemented in 1997.

 

3.13                           NCPPO. Individuals who were employed by National Capital Preferred ProviderOrganization, Inc. (“NCPPO”) immediately prior to June 1, 1999, andwho became Employees due to a corporate transaction on June 1, 1999,will receive credit under the Plan for all of their service with NCPPO,provided, however, that no such service will be credited for purposes ofdetermining whether an individual is eligible for the Grandfathered Match thatwas implemented in 1997. 

 

3.14                           Rush Prudential.  Individuals who were employed by Rush Prudential Health Plans(“Rush Prudential”) immediately prior to March 1, 2000, and whobecame Employees due to a corporate transaction on March 1, 2000,will receive credit under the Plan for all of their service with RushPrudential, provided, however, that no such service will be credited forpurposes of determining whether an individual is eligible for the GrandfatheredMatch that was implemented in 1997.  

 

3.15                           Rx America, LLC.  Individuals who were employed by Rx America, LLC (“Rx America”)immediately prior to December 5, 2000, and who became Employees dueto a corporation transaction on December 5, 2000, will receive creditunder the Plan for all of their

 

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service with Rx America,provided, however, that no such service will be credited for purposes ofdetermining whether an individual is eligible for the Grandfathered Match thatwas implemented in 1997.

 

3.16                           BCBSGA.  Eachindividual employed by Blue Cross and Blue Shield of Georgia, Inc. (“BCBSGA”)on May 31, 2001 who becomes an Eligible Employee in connection withthe merger of the Blue Cross and Blue Shield of Georgia, Inc. Tax-FavoredSavings Program (the “Georgia Savings Program”) into the Plan onJune 1, 2001 (the “Plan Merger Date”) will receive credit under thePlan for all service with BCBSGA completed prior to the Plan Merger Date,provided, however, that no such Eligible Employee will be eligible for theGrandfathered Match implemented in 1997 regardless of his or her aggregatedservice.

 

**ARTICLE IVPARTICIPATION**

 

4.01                           General Rule. An Eligible Employee can elect to become a Participant on the first dayof the first calendar month coincident with or next following the earlierof the following dates by entering into a Salary Deferral Contributionelection:

 

(a)                                  OneMonth of Service.  The date on whichthe Eligible Employee has been credited with One Month of Service; or

 

(b)                                 OneYear of Service.  The date that theEligible Employee has been credited with a Year of Service.

 

4.02                           Status.  If anEmployee is not an Eligible Employee on the date that he or she has satisfiedthe applicable participation requirements outlined above, the Employee canelect to become a Participant on the first day of the calendar month coincidentwith or next following the calendar month in which the Employee performs anHour of Service as an Eligible Employee.

 

4.03                           Rehire and Reinstatement.  A rehired individual or a reinstatedindividual who is an Eligible Employee and who previously satisfied theeligibility requirements in this Section will become an Active Participanton the first day of the calendar month following the month in which theindividual enters into a Salary Deferral Contribution election.

 

**ARTICLE V**

 

**CONTRIBUTIONS**

 

5.01                           Salary Deferral Contributions.  A Participant may elect to have aParticipating Company reduce the amount of his or her Compensation for eachpayroll period by from 2% to 15% and to have that amount contributed to thePlan as a Salary Deferral Contribution on his or her behalf.  In no event will a Participant’s totalSalary Deferral Contribution for a Plan Year exceed the indexed limitdetermined under Code Section 402(g). A Participant may initiate or change the percentage of Salary DeferralContribution (in 1%

 

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increments) by submittinga notice to the Committee that satisfies such requirements as the Committeeshall determine.  In no event will aParticipant’s Salary Deferral Contribution for a Plan Year exceed an amountequal to the Participant’s Deferral Rate times the 401(a)(17) Limit in effectfor the Plan Year.  The Committee willimplement the Participant’s Salary Deferral Contribution election as soon asadministratively practicable.

 

(a)                                  Allocation.  A Participant’s Salary DeferralContributions will be credited to that Participant’s Salary DeferralContributions Account.

 

(b)                                 HighlyCompensated Limit.  The Committee orits delegate may limit the amount of Compensation that Highly CompensatedEmployees (determined as of the end of the immediately preceding Plan Year) areauthorized to defer under this Plan as Salary Deferral Contributions.

 

5.02                           Matching Contributions.  A Participant’s Matching Contributions willbe credited to that Participant’s Matching Contributions Account.  Unless provided otherwise in a writingsigned by an officer of the Company at the level of Senior Vice President orabove, and subject to the provisos in (b), (c), (d), (e), (f) and (g) below,for payroll periods ending on or after January 1, 1997, theschedule outlined in (a) below will be used to determine the amount ofMatching Contributions and the match will be made in units of a WellPointCommon Stock Fund to the extent provided in (c) below.

 

(a)                                  GeneralRule.  Except as provided in (b)below, effective November 1, 1998, Matching Contributions will equal75% (or a greater or lesser percentage determined by each Participating Companybefore the payroll period) of the Salary Deferral Contribution that theParticipant directed during the Plan Year, while eligible for MatchingContributions as provided in Section 5.02(g) of the Plan.  Notwithstanding the foregoing, SalaryDeferral Contributions in excess of 6% of a Participant’s Compensation (or suchgreater or lesser percentage determined by each Participating Company beforethe payroll period) will not be matched. In no event will a Participant’s Matching Contributions for a Plan Yearexceed 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.

 

(b)                                 GrandfatheredMatch.  EffectiveNovember 1, 1998, the provisions on this subsection (b) willgovern the calculation of the Matching Contribution of a Participant with 10 ormore years of Service at the beginning of the first payroll period ending afterJanuary 1, 1997 other than a Participant covered by a collectivebargaining agreement as described in Section 5.02(d) below.  For Participants with 10 or more but lessthan 20 Years of Service at the beginning of the first payroll period ending onor after January 1, 1997, Matching Contributions will equal 85% of theSalary Deferral Contribution that the Participant directed during the PlanYear, while eligible for Matching Contributions as provided inSection 5.02(g) of the Plan.  ForParticipants with 20 or more Years of Service at the beginning of the firstpayroll period ending on or after January 1, 1997, Matching Contributionswill equal 100% of the Salary Deferral Contribution that the Participantdirected during the Plan Year, while eligible for Matching Contributions asprovided in Section 5.02(g) of the Plan. Notwithstanding the foregoing, Salary Deferral Contributions in excessof 6% of a Participant’s Compensation will not be matched.  To the extent administratively feasible,Matching Contributions will be credited to a Participant’s Account on a payrollperiod by payroll period basis.  In noevent will any other

 

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provision of the Plangranting service credit with a prior employer while such employer is not anAffiliated Company be taken into account in determining eligibility for theGrandfathered Match described in this subsection (b).

 

(c)                                  Matchin Units of WellPoint Common Stock Fund. Effective as of the first payroll period ending on or afterJanuary 1, 1998, all Participants eligible to receive an allocation ofMatching Contributions as described in subsections (a) and (b) above willreceive 33.33% of their Matching Contribution in the form of units of aWellPoint Common Stock Fund.

 

(d)                                 CollectiveBargaining Agreement.  If theemployment of an Eligible Employee is governed by the terms of a collectivebargaining agreement (“Bargaining Unit Employee”) between Blue Cross ofCalifornia and the Office and Professional Employees International Union Local29, 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 Salary DeferralContribution for the Plan Year.  Therate of Matching Contributions for all Eligible Local 29 Employees will befrozen at November 15, 2000 levels, based on each such Employee’sYears of Service at that date.  Withrespect to any other Bargaining Unit Employee, the level and the form (e.g.,stock or cash) of Matching Contributions provided to such Employees will begoverned by the terms of the applicable bargaining agreement.

 

(e)                                  Leave.  Prior to October 1, 1997, thissubsection (e) read as follows:  Notwithstanding anything to the contrary in this Plan, aParticipant’s eligibility to receive Matching Contributions will cease as ofthe first day of the first full payroll period immediately following 8consecutive work days (excluding week-ends and holidays) during which theParticipant was absent from work due to a paid sick leave.  Such a Participant will again becomeeligible to receive Matching Contributions, as otherwise provided under thisSection, as of the first day of the first full payroll period immediatelyfollowing the Participant’s return to work after such a leave.  Subsection (e) is eliminated from thePlan effective October 1, 1997.

 

(f)                                    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.

 

(g)                                 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

 

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date of rehire (followingthe Employee’s separation from service with all Affiliated Companies for anyreason).  For this purpose, areinstatement is not treated as a rehire.

 

5.03                           Special Contributions.  Other than a Bonus Contribution described inSection 5.10 below, a Participating Company may authorize qualifiednonelective employer contributions to the extent needed to satisfy the testsdescribed in the Testing Salary Deferral and Matching Contributions Appendix tothis Plan.  These qualified nonelectiveemployer contributions will be allocated to the Accounts of Eligible Employeeswho are Non-Highly Compensated Employees from the lowest paid to the highestpaid in an amount up to or equal to their Code Section 415 allocationlimit.

 

5.04                           Rollover Contributions.  The Committee or its delegate may authorizea Trustee to accept a contribution, that represents all or part of an EligibleRollover Distribution as defined in Section 11.10(a), made in cash andattributable to a distribution received by an Eligible Employee from anothertax-qualified plan.  RolloverContributions will be held in the Participant’s Rollover Account.  Rollover Contributions from an IRA establishedto hold only distributions from a tax-qualified plan within the meaning ofSection 401(a) of the Code (e.g., a “Conduit IRA”) will be accepted after1997.

 

5.05                           Trust-to-Trust Transfers.

 

(a)                                  PermissibleTransfers.  The Committee or itsdelegate may authorize a Trustee to accept a trust-to-trust transfer of assetsfrom another tax-qualified plan within the meaning of Section 401(a) ofthe Code.  Except as specificallyprovided to the contrary in this Plan document, securities of other companiesand assets that are subject to the survivor annuity requirements of CodeSection 401(a)(11) will not be accepted as part of a trust-to-trusttransfer.

 

(b)                                 OperationalProvisions.  Amounts received in atrust-to-trust transfer will be allocated to corresponding Accounts under thisPlan.  Amounts that are subject to thesurvivor annuity requirements of Code Section 401(a)(11) will be accountedfor separately.  Trust-to-trusttransfers will not be subject to the Limitations on Allocations Appendix tothis Plan.

 

5.06                           Restoration. If a Participant was improperly excluded at any time from an allocation,an amount computed on the same basis as the allocation will be added to thatParticipant’s Account, after that amount has been adjusted to reflectreasonable gain or loss as determined by the Committee.

 

5.07                           Deductibility. To the extent that a Participating Company is not allowed a currentdeduction under the Code for any contribution made to the Plan, theParticipating Company may, within one year following a final determination ofthe disallowance, whether by agreement with the Internal Revenue Service or byfinal decision of a court of competent jurisdiction, demand repayment of thedisallowed contribution, and the Trustee shall return the contribution withinone year following the disallowance. Earnings of the Plan attributable to such a contribution may not bereturned to the Participating Company, but losses attributable to such acontribution will reduce the amount returned.

 

5.08                           Mistake of Fact. If, within one year of the making of a contribution to the Plan, theCommittee certifies to the Trustee that the contribution was made by aParticipating

 

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Company under a mistakeof fact, the Trustee will, before the expiration of that year, return thecontribution to the Participating Company.

 

5.09                           Limits.  As morefully discussed in Appendices to this Plan, Salary Deferral, Matching andSpecial Contributions are subject to additional limits.

 

5.10                           Bonus Contribution.  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 EligibleEmployee (as defined in subsection (b) below) in an amount to bedetermined in the sole discretion of the Company.  The contribution may be made in a specified number of shares ofthe common stock of the Company, a specified number of shares of common stockof the Company per Bonus Eligible Employee or a flat dollar amount. The BonusContribution will be allocated on a per capita basis to the Profit SharingAccount established for each Bonus Eligible Employee.

 

(a)                                  LiquidationRestriction.  The provisions of thissubsection (a) are repealed effective March 1, 2002.  As of that date, a Participant may liquidateany units of the WellPoint Common Stock Fund in his or her Account that areattributable to a Bonus Contribution at any time, consistent with the Plan’sstandard investment procedures, and reinvest the funds in another investmentfund under the Plan.

 

Prior toMarch 1, 2002, the following provisions apply:  To the extent that the Bonus Contribution ismade in the form of shares of the common stock of the Company, any units of theWellPoint Common Stock Fund in a Participant’s Account that are attributable tosuch contribution may not be liquidated and invested in another investment fundunder the Plan before the earliest to occur of (1), (2), or (3) below:

 

(1)                                  Thedate that the Participant attains age 55.

 

(2)                                  Thedate that the Participant ceases to be a common law Employee of all AffiliatedCompanies.

 

(3)                                  Anydate after the last day of the Plan Year in which the Bonus Contribution ismade.

 

Any units acquired due toa stock dividend or a stock split will be subject to the liquidationrestrictions outlined in this subsection (a).  Any units acquired due to a stock dividend or a stock split willbe considered to have been credited to a Participant’s Account as of the datethat units representing the original shares were credited to that Participant’sAccount.  Cash dividends on WellPointCommon Stock will not be subject to the liquidation restrictions outlined inthis subsection (a).

 

(b)                                 Definitions.

 

(1)                                  A“Bonus Contribution” refers to a qualified nonelective employer profit sharingcontribution made at the sole discretion of the Company that is 100% vestedwhen made and subject to the distribution restrictions applicable to SalaryDeferral Contributions.  BonusContributions may be taken into account to the extent necessary to satisfy thetests described in the Testing Salary Deferral and Matching ContributionsAppendix to this Plan.

 

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(2)                                  A“Bonus Eligible Employee” refers to each Employee of a Participating Companyemployed on the effective date of the Bonus Contribution (including any suchEmployee on an authorized leave of absence as of such effective date whoreturns to employment at the end of the leave), other than a TemporaryEmployee, a non-resident alien who receives no earned income from sourceswithin the United States, an Employee who has not attained age 18 or anEmployee whose terms of employment are governed by a collective bargainingagreement except to the extent such agreement expressly provides for anallocation of any Bonus Contribution. Notwithstanding the prior sentence, an individual employed byRightCHOICE Managed Care, Inc. or any of its subsidiaries (collectively,“RightCHOICE”) on February 28, 2002 will be eligible to receive anallocation of the Bonus Contribution made as of such date provided theindividual (i) is not categorized as a temporary employee by RightCHOICE andhas not performed 1,000 Hours of Service during any consecutive 12-monthperiod, (ii) is not a non-resident alien who receives no earned income fromsources 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.

 

**ARTICLE VI**

 

**INVESTMENTFUNDS AND WELLPOINT COMMON STOCK**

 

6.01                           Individual Direction of Investments.  At the written direction of an officer ofthe Company at the level of Senior Vice President or above, the Trustee willestablish separate funds to which Participants may direct the investment oftheir Accounts.  Investment in thesefunds will be subject to such restrictions and administrative procedures as areimposed by the Committee, pursuant to its discretionary authority to administerand interpret the Plan, including, but not limited to, procedures forinvestment of amounts for which no investment direction is given by aParticipant.

 

6.02                           WellPoint Common Stock Fund.  At the discretion of the Committee, the Planmay acquire and hold WellPoint Common Stock. Participants may elect to invest amounts held in their Account in unitsof a WellPoint Common Stock Fund established by the Trustee pursuant toSection 6.01 of the Plan subject to such restrictions and administrativeprocedures as are imposed by the Committee, pursuant to its discretionaryauthority to administer and interpret the Plan.

 

6.03                           Purchase Price. All purchases and sales of WellPoint Common Stock by a WellPoint CommonStock Fund will be effected at the prevailing market price.

 

6.04                           Voting and Tender Offers.

 

(a)                                  ProxyVotes.  A Participant may directvoting of the shares of WellPoint Common Stock underlying the Participant’sinterest in a WellPoint Common Stock Fund. The Trustee will vote such shares in accordance with the directions ofParticipants, as communicated in writing to the Trustee.

 

(i)                                     Notification.  A Participant whose Account is invested in aWellPoint Common Stock Fund will be notified by the Trustee (or by WellPointHealth

 

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#### Networks Inc.,pursuant to its normal communications with shareholders) of each occasion forthe exercise of voting rights, within a reasonable time before those votingrights are to be exercised.  Thisnotification will include all proxy statements and other informationdistributed by WellPoint Health Networks Inc. to shareholders generally,regarding the exercise of voting rights.

 

(ii)                                  NoDirection.  To the extent that aParticipant fails to direct the Trustee, in whole or in part, as to theexercise of voting rights with respect to any WellPoint Common Stock underlyingthe Participant’s interest in a WellPoint Common Stock Fund, those shares willbe voted by the Trustee proportionately in the same manner as shares as towhich the Trustee has received voting instructions.

 

(b)                                 Rightto Tender.  Subject to (b)(iii)below, if the Trustee receives a tender offer to buy WellPoint Common Stockheld by the Trustee, a Participant may direct tender of the shares of WellPointCommon Stock underlying the Participant’s interest in a WellPoint Common StockFund.  The Trustee will tender suchshares in accordance with the directions of Participants, as communicated inwriting to the Trustee.

 

(i)                                     Notification.  All Participants entitled to tenderWellPoint Common Stock held by a WellPoint Common Stock Fund will be sonotified by the Trustee (or by WellPoint Health Networks Inc.) within areasonable time before the right to tender is to be exercised.  This notification will include informationreceived by the Trustee as shareholder, or distributed by WellPoint HealthNetworks Inc. to shareholders generally, regarding their right to tender.

 

(ii)                                  NoDirection.  To the extent that aParticipant fails to direct the Trustee, in whole or in part, to tenderWellPoint Common Stock underlying the Participant’s interest in a WellPointCommon Stock Fund, those shares will not be tendered.

 

(iii)                               Non-Cash Tender.  The Trustee will not permit Participants to directthe tender of WellPoint Common Stock, to the extent that the receipt or holdingof the property offered in exchange for the shares would violate any applicablelaw, including ERISA.  The Committeewill make investment decisions regarding any non-cash property received by aWellPoint Common Stock Fund as a result of a tender.

 

(c)                                  DeemedParticipant.  For purposes of thisArticle VI, the Beneficiary of a deceased Participant will be treated asthough he or she were a Participant.

 

6.05                           Restriction on Liquidation of Units ina WellPoint Common Stock Fund.  Theprovisions of this Section 6.05 are repealed effective March 1,2002.  As of that date, a Participantmay liquidate any units of the WellPoint Common Stock Fund in his or herAccount that are attributable to a Matching Contribution at any time,consistent with the Plan’s standard investment procedures, and reinvest thefunds in another investment fund under the Plan.

 

Prior toMarch 1, 2002, the following provisions apply:  Once each Plan Year, a Participant mayliquidate any units in a WellPoint Common Stock Fund that were required to becredited to his or her Account as a Matching Contribution (“Required Units”)during any prior Plan Year.  Inaddition, a Participant may liquidate any or all Required Units upon attainingage 55 or ceasing to be a common law employee with any Affiliated Company.  Prior to 1999, a Participant may not directthat Required Units be liquidated and invested in another investment fund underthe Plan until the earliest to occur of (a), (b), or (c) below:

 

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(a)                                  TwoYears.  The date that is 730 daysafter the date that the units to be liquidated were credited to theParticipant’s Account.

 

(b)                                 Age55.  The date that the Participantattains age 55.

 

(c)                                  NoLonger an Employee.  The date thatthe Participant ceases to be a common law Employee of all Affiliated Companies.

 

Cash dividends onWellPoint Common Stock will not be subject to the liquidation restrictionsoutlined in this Section.  Unitsacquired due to a stock dividend or a stock split will be subject to theliquidation restrictions outlined in this Section to the extent that theoriginal shares were subject to these restrictions.  For these purposes, units acquired due to a stock dividend or astock split will be considered to have been credited to a Participant’s Accountas of the date that units representing the original shares were credited tothat Participant’s Account.

 

6.06                           Responsibility. Each Participant is solely responsible for the investment of his or herAccount.  No Plan fiduciary and noEmployee is authorized to advise a Participant regarding such investment.

 

**ARTICLE VII**

 

**VALUATION**

 

The value of the Accountof a Participant on any date will be deemed to be the net balance of theAccount on the Valuation Date immediately preceding or coincident with the dateas of which such value is to be determined, adjusted by the Committee, pursuantto its discretionary authority to administer and interpret the Plan and todetermine eligibility for benefits under the Plan.  Adjustments will include increases due to contributions to theAccount since the relevant Valuation Date; decreases due to Plan expenses,distributions, loans, or withdrawals paid from the Account since the relevantValuation Date; and adjustments for income or loss.

 

**ARTICLE VIII**

 

**VESTING**

 

All Plan Accounts arevested and nonforfeitable.

 

**ARTICLE IX**

 

**IN-SERVICEWITHDRAWALS**

 

Subject to administrativeprocedures established by the Committee, and to the provisions governing mergedassets contained in Appendices to this Plan, the following types of in-servicewithdrawals are available under the Plan.

 

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9.01                           Age 59-1/2.  AParticipant may withdraw up to his or her entire Plan Account upon attainingage 59-1/2.  Only one such withdrawalwill be permitted in any six-month period.

 

9.02                           Rollover Account Withdrawals.  A Participant may withdraw up to the entirebalance from his or her Rollover Account.

 

(a)                                  PermittedFrequency.  Only one such withdrawalwill be permitted in any six-month period.

 

(b)                                 TwoYear/Five Year Requirement.  TheParticipant may only withdraw funds that have been held in the Plan for atleast two full years, provided, however, if the Participant has been creditedwith five Years of Service for an Affiliated Company, the two year rule isinapplicable.  This two year/five yearrequirement will be removed from the Plan and Participants will be permitted tomake withdrawals from their Rollover Accounts without regard to their serviceor their participation under the Plan, as soon as administratively feasibleafter the Internal Revenue Service issues a favorable determination letter withrespect to this Plan document, which favorable determination letter is datedafter June 1, 1997

 

9.03                           Post-Tax Contributions.  The Plan does not provide for post-taxcontributions.  Certain Participantswhose benefits were transferred to this Plan may, however, have a Post-TaxContributions Account under this Plan. Such a Participant may withdraw up to the entire balance from his or herPost-Tax Contributions Account at any time. Unless otherwise requested by the Participant, pre-1987 contributions(without earnings) will be distributed from this account before post-1986contributions (with earnings).

 

9.04                           Hardship Withdrawals.  If a Participant has an immediate and heavyfinancial need (as defined below), and has no other resources reasonablyavailable to meet this need (as defined below), the Participant may request ahardship withdrawal from his or her Salary Deferral Contributions Account andRollover Account.  The amount availablefrom the Participant’s Salary Deferral Contributions Account does not includeearnings after December 31, 1988. For hardship withdrawals made on and after July 1, 2002, the amountof a hardship withdrawal may not be less than the lesser of (i) $1,000 and (ii)the sum of the balances in the Participant’s Salary Deferral ContributionsAccount (excluding earnings after December 31, 1988) and Rollover Account.

 

(a)                                  Immediateand Heavy Financial Need.  AParticipant’s request for a hardship withdrawal may not exceed the amountimmediately required (including the amount necessary to pay any federal, stateor local income taxes or penalties reasonably anticipated to result from thewithdrawal) by the Participant to (i) purchase the Participant’s primaryresidence (excluding mortgage payments), (ii) pay expenses incurred within 12months of the hardship withdrawal request by the Participant, the Participant’sdependents or the Participant’s spouse, or necessary for those persons toobtain medical care within the meaning of Code Section 213(d), (iii)prevent eviction from, or foreclosure of a mortgage on, the Participant’sprimary residence, or (iv) pay for post-high school tuition and relatededucational fees for the next 12 months for the Participant, the Participant’sspouse, or the Participant’s dependents.

 

(b)                                 NoOther Resources Reasonably Available. A Participant who makes a hardship withdrawal request must representthat his or her immediate and heavy financial need cannot be relieved (i)through reimbursement or compensation by insurance or otherwise, (ii) byreasonable liquidation of the Participant’s assets, to the extent the liquidation

 

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would not itself cause animmediate and heavy financial need, (iii) by cessation of Salary DeferralContributions to this Plan and any other elective or after-tax contributions toany other plan maintained by an Affiliated Company, (iv) by other distributionsor nontaxable (at the time of the loan) loans from plans maintained by anyemployer, (v) by requesting a withdrawal from his or her Rollover Account orPost-Tax Contributions in this Plan, or (vi) by borrowing from commercialsources on reasonable commercial terms. For purpose of this Section, the Participant’s assets are deemed toinclude those assets of the Participant’s spouse and minor children that arereasonably available to the Participant.

 

(c)                                  Suspension.  Effective July 1, 2001, any withdrawalfrom a Participant’s Salary Deferral Contributions Account will result in asuspension of the Participant’s right to direct Salary Deferral Contributionsunder the Plan and to make pre-tax and post-tax elective contributions underall other qualified and nonqualified plans maintained by an Affiliated Company(“Other Elective Contributions”).  Thesuspension will continue for a period of 12 months (6 months effectiveJanuary 1, 2002) following the effective date of the withdrawal and expireon the first day of the first payroll period beginning 365 days (183 dayseffective January 1, 2002) after the effective date of thewithdrawal.  If, as of January 1,2002, a Participant’s ability to make pre-tax and post-tax contributions issuspended as described in this subsection (c), his or her period ofsuspension will end on the last day of the six-month period beginning on theeffective date of the withdrawal or January 1, 2002, whichever is later.  The aggregate amount of a Participant’sSalary Deferral Contributions to this Plan and the Participant’s Other ElectiveContributions in the Plan Year immediately following the Plan Year in which thehardship withdrawal is made will not exceed the Code Section 402(g) limitdescribed in Section 5.01 reduced by the amount of his or her SalaryDeferral Contributions made to this Plan and Other Elective Contributions madein the Plan Year in which the hardship withdrawal is made.

 

9.05                           Form.  Except asprovided in one or more Appendices to this Plan, withdrawals from the Plan willbe made in the form of a single sum cash payment.

 

**ARTICLE X**

 

**LOANS**

 

10.01                     Authorization. The Committee may direct the Trustee to make a loan to a Participant whois employed by a Participating Company and, to the extent required under ERISAor the Code (but only to that extent), to other Participants and toBeneficiaries (collectively referred to as “Borrowers”) of the Plan.  Loans will be made from a Participant’sAccount and will be limited to the amount specified below.  No loan will be approved unless theParticipant’s spouse (if any) consents to the loan, in writing, no more than 90days from the loan date except as described in subsections (a) and (b) below.

 

(a)                                  NewGeneral Rule.  Notwithstanding theforegoing, no spousal consent will be required for loans made on or afterJanuary 1, 1998 unless the Participant has assets in his or her Accountthat were transferred from the Cost Care Inc. Savings Plan or from the UniCAREFinancial Corp. Profit Sharing Plan.

 

(b)                                 UniCAREand Cost Care.  As soon asadministratively feasible after the Internal Revenue Service issues a favorabledetermination letter with respect to this Plan

 

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document, which favorabledetermination letter is dated after October 1, 1997, no spousal consentwill be required for loans taken out by Participants with assets in theirAccount that were transferred from the Cost Care Inc. Savings Plan or from theUniCARE Financial Corp. Profit Sharing Plan.

 

10.02                     Amount.  Theamount of any loan will not be less than $1,000.  Immediately after the origination of the loan, the loan may notexceed 50% of the Borrower’s vested benefits under this Plan.  Furthermore, the amount of any loan, whenadded to the outstanding balance of all other loans to the Borrower from thisPlan and the plans of Affiliated Companies, may not exceed the lesser of (a)one half of the Borrower’s vested benefits under this Plan and the plans ofAffiliated Companies, valued as of each plan’s most recent valuation date; and(b) $50,000 reduced by the excess, if any, of (i) the Borrower’s highestoutstanding loan balance under this Plan and the plans of Affiliated Companiesduring the 12-month period ending on the day before the loan is made; over (ii)the Borrower’s outstanding loan balance under this Plan and the plans ofAffiliated Companies on the date the loan is made.

 

10.03                     Maximum Number. No more than three loans may be outstanding with respect to a Participant’sAccount at any one time.

 

10.04                     Application and Note.  Each loan will be evidenced by theBorrower’s note, payable to the Trustee, for the loan plus interest.

 

10.05                     Individual Account.  All loans will be investments of the Borrower’s Account.  Costs charged by the Trustee to establish,process or collect the loan will be charged to the Borrower’s Account.

 

10.06                     Interest. Interest will be charged on Plan loans at a formula rate based onfactors considered by commercial entities that make similar loans.  At the discretion of the Committee, theinterest rate will be redetermined as new loans are made.

 

10.07                     Repayment. The term of any loan will not exceed 5 years; provided, however, thatthe term of a loan to purchase a principal residence for the Borrower may notexceed 30 years.  Substantially levelamortization of the loan, with payments not less frequently than quarterly,will be required over the term of the loan. The Trustee and the Committee may require that the loan be repaid bypayroll deduction.  Periodic cashpayments may be made when payroll deduction is not possible.

 

10.08                     Default.  If aBorrower fails to repay a loan within the time prescribed by the Committee, theTrustee will levy on the Borrower’s Loan Account at such time as the Borroweris eligible for a distribution or a withdrawal under the Plan.  In addition, in the event of a failure torepay, the Trustee may exercise every creditor’s right at law or equityavailable to the Trustee.

 

10.09                     Guidelines. The Committee or its delegate will approve written guidelines foradministration of the Plan’s loan program. Loans transferred to this Plan from another plan will remain subject tothe terms and conditions of the other plan’s loan provisions and will countagainst the Plan’s three-loan limit.

 

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**ARTICLE XI**

 

**DISTRIBUTIONOF BENEFITS**

 

Subject to administrativeprocedures established by the Committee and to the provisions governing mergedassets contained in Appendices to this Plan, the following provisions governdistributions available under the Plan.

 

11.01                     Date Benefits Become Distributable.  Plan benefits will become distributable when(a) the Participant separates from service, including but not limited to aseparation due to death, disability or retirement, (b) subject to CodeSection 401(k)(10), if substantially all the assets of a trade or businessare sold to an unrelated corporation, the Participant continues employment withthe unrelated corporation and the Participating Company continues to maintainthis Plan, or (c) subject to Code Section 401(k)(10), if a ParticipatingCompany’s interest in a subsidiary is sold to an unrelated entity and theParticipant continues employment with the subsidiary and the ParticipatingCompany continues to maintain this Plan.

 

11.02                     Date Benefits Will Be Distributed.  Once Plan benefits become distributable,they will be distributed as soon as administratively practicable after theParticipant has elected to receive a distribution, and in the case of aBeneficiary, as soon as administratively practicable after the Participant’sdeath.  The requirement for consent issubject to the “Small Account” provisions in Section 11.07 below.  Illiquid assets (if any) will be distributedas soon as administratively practicable after they become liquid.

 

11.03                     No Election. If a Participant, or a Beneficiary, as the case may be, does notproperly elect a distribution, benefits will be distributed pursuant to theDistribution Provisions Appendix of this Plan. In general, those provisions provide that a Participant must receive hisor her benefits under this Plan by the applicable required beginning dateconsistent with Code Section 401(a)(9) and related proposed regulations.

 

11.04                     Retroactive Payment.  If the amount of a distribution cannot bedetermined by the date payment is required, or it is not possible to makepayment because the Committee cannot locate the Participant or Beneficiaryafter making reasonable efforts to do so, a payment retroactive to the datepayment is required may be made no later than 60 days after the earliest dateon which the amount of the payment can be determined under the Plan, or thedate on which the recipient is located.

 

11.05                     Inability to Locate Recipient.  If a Plan benefit remains unpaid for 2 yearsfrom the date it becomes payable because the Committee, exercising duediligence, cannot locate the recipient, the benefit will be forfeited and usedfor other Plan purposes, including reduction of Participating Companies’ MatchingContributions.  On presentation of anauthenticated claim by the recipient or the recipient’s representative, amountsforfeited will be restored, without earnings, from forfeitures for the PlanYear in question or from a contribution made by the appropriate ParticipatingCompany(s), as determined by the Committee.

 

11.06                     Distribution to Minor or Incompetent.  The Committee may direct that distributionsto be paid to a minor or an incompetent person be paid to the legal guardian,or if none, to a parent of such person, or to a responsible adult with whom theperson maintains residence, or to the custodian for the person under a UniformTransfers to Minors Act or Gift to Minors Act, if permitted by the laws of thestate in which the person resides.

 

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11.07                     Small Account. Notwithstanding any provision of this Plan, if the vested portion of aParticipant’s Account on the date the Participant ceases to be an Employee is$5,000 ($3,500 prior to January 1, 1998) or less, the Participant’sAccount will be distributed to the Participant, or Beneficiary, as the case maybe, as soon as practicable, without the consent of the Participant or theParticipant’s Beneficiary.  Fordistributions made prior to January 1, 2001, if the vested portion of theParticipant’s Account on the date the Participant ceased to be an Employee, orat the time of any earlier distribution or withdrawal, exceeded $5,000 ($3,500prior to January 1, 1998), no distribution will be made without theconsent of the Participant or the Participant’s Beneficiary, as applicable.

 

11.08                     Form of Distribution.  Except as provided in one or more Appendicesto this Plan, amounts held in a Participant’s Account will be paid in cash as atotal distribution, unless the Participant (or Beneficiary) elects otherwisepursuant to Section 11.09.  Exceptas provided in one or more Appendices to this Plan, distributions will be madein a single sum payment, in accordance with the above provisions, which satisfythe Regulations under Code Section 401(a)(9).  In any event, distributions will be made in accordance with theRegulations, including the minimum distribution and minimum distributionincidental benefit requirements of Code Section 401(a)(9)(G).

 

11.09                     Distributions from the WellPointCommon Stock Fund.  Whenrequesting a distribution under this Article, a Participant (or Beneficiary)may elect to receive the portion of his or her Account that is invested in aWellPoint Common Stock Fund in whole shares of WellPoint Common Stock.  Any balance representing fractional shareswill be distributed in cash.

 

11.10                     Direct Rollover.  Notwithstanding any provision of this Plan to the contrary thatwould otherwise limit a Distributee’s election under this Plan, a Distributeemay elect, at the time and in the manner prescribed by the Committee, to haveany portion of an Eligible Rollover Distribution paid directly to an EligibleRetirement Plan specified by the Distributee in a Direct Rollover.  For these purposes, the followingdefinitions apply:

 

(a)                                  EligibleRollover Distribution.  An EligibleRollover Distribution is any distribution of all or any portion of the balanceto the credit of the Distributee, except that an Eligible Rollover Distributiondoes not include:  any distribution thatis one of a series of substantially equal periodic payments (not lessfrequently than annually) made for the life (or life expectancy) of theDistributee or the joint lives (or joint life expectancies) of the Distributeeand the Distributee’s designated Beneficiary, or for a specified period of 10years or more; any distribution to the extent that distribution is requiredunder Section 401(a)(9) of the Code; effective January 1, 1999,any hardship distribution described in Code Section 401(k)(2)(B)(i)(IV);and the portion of any distribution that is not includible in gross income(determined without regard to the exclusion for net unrealized appreciationwith respect to employer securities).

 

(b)                                 EligibleRetirement Plan.  An Eligible RetirementPlan is an individual retirement account described in Code Section 408(a),an individual retirement annuity described in Code Section 408(b), anannuity plan described in Code Section 403(a), or a qualified trustdescribed in Code Section 401(a), that accepts the Distributee’s EligibleRollover Distribution.  However, in thecase of an Eligible Rollover Distribution to the surviving spouse, an EligibleRetirement Plan is an individual retirement account or individual retirementannuity.

 

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(c)                                  Distributee.  A Distributee includes an Employee or formerEmployee.  In addition, the Employee’sor former Employee’s surviving spouse and the Employee’s or former Employee’sspouse or former spouse who is the alternate payee under a Qualified DomesticRelations Order, as defined in Code Section 414(p), are Distributees withregard to the interest of the spouse or former spouse.

 

(d)                                 DirectRollover.  A Direct Rollover is apayment by the Plan to the Eligible Retirement Plan specified by theDistributee.  The Committee or itsdelegate may authorize a direct rollover of a Participant note for a Plan loanto a qualified trust described in Code Section 401(a) or an annuity plandescribed in Code Section 403(a).

 

11.11                     General Waiver of 30-Day Requirement.  Notwithstanding anything to the contrary inthis Plan, if a distribution is one to which Sections 401(a)(11) and 417 of theCode do not apply, that distribution may begin less than 30 days after thenotices required under Regulation 1.411(a)-11(c) and Code Section 402(f)are given, provided that (1) the Committee clearly informs the recipient thatthe recipient has a right to a period of at least 30 days after receiving thenotices to consider the decision of whether or not to elect a distribution(and, if applicable, a particular distribution option), and (2) the recipient,after receiving the notices, affirmatively elects a distribution.

 

11.12                     Special Waiver of 30-Day Requirement.  Notwithstanding anything to the contrary inthis Plan, if a distribution is one to which Sections 401(a)(11) and 417 of theCode apply (including a distribution of assets subject to special provisionsoutlined in Appendices to this Plan), that distribution may begin less than 30days after the notices required under Regulation 1.411(a)-11(c) and CodeSection 402(f) (collectively referred to as “Notices”) are given providedthat:

 

(1)                                  AffirmativeElection.  After having received theNotices, the recipient affirmatively elects a form of distribution and theParticipant’s spouse consents to that form of distribution (if necessary).

 

(2)                                  Election.  The recipient was informed that he or shehad a right to at least 30 days to consider whether to waive the normal form ofbenefit and to consent to an optional form of benefit.

 

(3)                                  Revocation.  The recipient was informed that he or shecould revoke an affirmative distribution election at any time before theannuity starting date, or, if later, the end of the 7-day period that beginsthe day after the Notices were provided to the recipient.

 

(4)                                  Timing.  The Annuity Starting Date (as defined in theapplicable Appendices) is after the date that the Notices were provided to therecipient.  The Annuity Starting Datemay, however, be before the expiration of the 7-day period referred to in thenext paragraph and before the date of the recipient’s affirmative distributionelection.

 

(5)                                  7-DayPeriod.  Distribution in accordancewith a recipient’s affirmative election may not begin before the end of the7-day period that begins the day after the Notices are provided to therecipient.

 

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**ARTICLE XII**

 

**BENEFICIARYDESIGNATIONS**

 

12.01                     All Participants.  Subject to the special distribution provisions contained in Appendicesto this Plan, a Participant may designate one or more primary Beneficiaries andone or more secondary Beneficiaries to receive any benefit payable from theParticipant’s Account on the Participant’s death.  A Participant’s Beneficiary designation will be made on a formprepared by, and delivered to, the Committee before the Participant’sdeath.  The Participant may revoke orchange this designation at any time before his or her death by delivering asubsequent form to the Committee.

 

12.02                     Married Participants.  If the Participant is married, and if theParticipant names a Beneficiary other than his or her surviving spouse as aprimary Beneficiary, the Participant’s surviving spouse must waive his or herright to the Participant’s Account in a document, delivered to the Committee,that acknowledges the effect of the waiver, that is witnessed by a notarypublic, and that satisfies such other requirements as the Committee mayimpose.  In the waiver, the Participant’ssurviving spouse must consent to the specific non-spouse Beneficiary(s) namedby the Participant.  The waiver will beeffective only with respect to that spouse. If the Participant is legally separated or abandoned and the Participanthas a court order to that effect (and there is no qualified domestic relationsorder that provides otherwise), or the surviving spouse cannot be located, thena waiver need not be filed with the Committee when a married Participant namesa Beneficiary other than his or her spouse. Spousal consent will be irrevocable unless the Participant changes hisor her Beneficiary or form of distribution designation;  upon such event, spousal consent will bedeemed to be revoked.

 

12.03                     Ineffective Designation.  If a Participant does not have an effectiveBeneficiary designation on file when he or she dies, the Participant’s Accountwill be distributed to the Participant’s spouse if then living or, if thespouse is not then living, to the Participant’s children (in equal shares), orif no such children are then living, according to the laws of intestatesuccession in effect in the State of California on the date of theParticipant’s death.

 

**ARTICLE XIII**

 

**CLAIMSPROCEDURE**

 

If aParticipant or Beneficiary (“Claimant”) believes that he or she is entitled toa greater benefit under the Plan, the Claimant may submit a signed, writtenapplication to the Committee within 90 days of having been denied such agreater benefit.  The Claimant willgenerally be notified of the approval or denial of this application within 90days of the date that the Committee receives the application.  If the claim is denied, the notificationwill state specific reasons for the denial and the Claimant will have 60 daysto file a signed, written request for a review of the denial with theCommittee.  This request will includethe reasons for requesting a review, facts supporting the request and any otherrelevant comments.  The Committee,operating pursuant to its discretionary authority to administer and interpret thePlan and to determine eligibility for benefits under the terms of the Plan,will generally make a final, written determination of the Claimant’seligibility for benefits within 60 days of receipt of the request for review.

 

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**ARTICLE XIV**

 

**ALIENATIONAND QUALIFIED DOMESTIC RELATIONS ORDERS**

 

14.01                     Prohibition. Plan benefits may not be assigned or alienated and will not be subjectto the claims of creditors.  The Planwill, however, honor properly executed federal tax levies, executions on federaltax judgments, Qualified Domestic Relations Orders within the meaning of CodeSection 414(p), a direction to pay third parties pursuant to Regulation1.401(a)-13(e), certain judgments and settlements within the meaning of CodeSection 401(a)(13)(C) and (D), which are issued afterAugust 5, 1997; and the provisions of this Plan regarding loans anddistributions to minors and incompetent persons.

 

14.02                     Qualified Domestic Relations Order.  A distribution to an alternate payeeauthorized by a Qualified Domestic Relations Order may be made even if theaffected Participant would not be eligible to receive a similar distributionfrom the Plan at that time.

 

**ARTICLE XV**

 

**ADMINISTRATION**

 

15.01                     Committee.  The Directors of the Company may appoint a Committee to administerthe Plan.  The Committee will holdoffice at the pleasure of the Directors and will be a named fiduciary of thePlan.  To the extent that the Companydoes not appoint a Committee, the Company will administer the Plan and will bea named fiduciary of the Plan.  To theextent that the Company has not appointed a Committee, the term Committee, asused in this Article, shall be deemed to refer to the Company.

 

15.02                     Power.  TheCommittee has full discretionary authority to administer and interpret the Plan,including discretionary authority to determine eligibility for participationand benefits under the Plan, to appoint one or more investment managers, toconstrue ambiguous terms under the Plan, to correct errors, and to exercise thepowers listed in this document.  TheCommittee may delegate its discretionary authority and such duties andresponsibilities as it deems appropriate to facilitate the day-to-dayadministration of the Plan. Determinations by the Committee or the Committee’s delegate will befinal and conclusive upon all persons.

 

15.03                     Indemnification.  The Participating Companies will indemnify and hold harmless theDirectors, the members of the Committee, and any Employees who may be deemedfiduciaries of the Plan within the meaning of ERISA, from and against any andall liabilities, claims, costs and expenses, including attorneys’ fees, arisingout of an alleged breach in the performance of their fiduciary duties under thePlan and under ERISA, other than such liabilities, claims, costs and expensesas may result from the gross negligence or willful misconduct of suchpersons.  The Participating Companiesshall have the right, but not the obligation, to conduct the defense of suchpersons in any proceeding to which this Section applies.

 

15.04                     Expenses.  Allproper expenses incurred in administering the Plan will be paid by theParticipating Companies if not paid from the trust created to fund thePlan.  If expenses are initially paid bya Participating Company, the Participating Company may be reimbursed from thetrust created to fund the Plan. Committee members will receive no compensation for their services inadministering the Plan.

 

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**ARTICLE XVI**

 

**AMENDMENTS**

 

16.01                     Directors.  The Directors or a committee appointed by the Directors, bywritten action, may amend the Plan (prospectively or retroactively).

 

16.02                     Officers.  Anyofficer of the Company at the level of Senior Vice President or above may amendthis Plan to comply with regulatory requirements, to address administrativeconcerns, and in any other manner that does not alter the primary character ofthe Plan or its eligibility, provided in each case that the amendment does nothave a substantial adverse financial impact on any Participating Company.

 

16.03                     Effect.  Uponadoption, an amendment will become effective in accordance with its terms.  Except as provided elsewhere in this Plan,no amendment will (a) cause Plan assets to revert to a Participating Company orto be used for purposes other than the exclusive benefit of Participants andBeneficiaries and payment of reasonable expenses, (b) deprive any Participantof a benefit already accrued, or (c) change the duties or liabilities of aTrustee without written consent of the Trustee.

 

**ARTICLE XVII**

 

**TERMINATION,MERGER AND TRANSFER**

 

17.01                     Participating Companies.  A Participating Company may, in its solediscretion, by written action of its board of directors or by a committeeappointed by its board of directors, discontinue contributions to or terminatethe Plan, in whole or in part, at any time with respect to its own Employeeswithout any liability whatsoever.

 

17.02                     Company.  The Directors reserve the right to terminate the Plan, at anytime, in their sole and absolute discretion by written action or by a writtenaction of a committee appointed by the Directors.  If the Plan is terminated with respect to all ParticipatingCompanies, the Trustees will pay to each Participant affected by the termination,or that Participant’s Beneficiary, within a reasonable time, the net value ofthe Participant’s Account in accordance with the written directions of theCommittee; provided that, if termination of the Plan does not constitute adistribution event within the meaning of Code Section 401(k), theParticipants’ Salary Deferral Contributions Accounts shall continue to be heldin trust for subsequent distribution in accordance with the requirements ofCode Section 401(k).

 

17.03                     Determination of Partial Termination.  A partial termination of the Plan will notbe deemed to occur solely by reason of the sale or transfer of all orsubstantially all of the assets of a Participating Company, but will be deemedto occur only if there is a determination, either made or agreed to by theCommittee, or made by the Internal Revenue Service and upheld by a decision ofa court of last resort, that a particular event or transaction constitutes apartial termination within the meaning of Code Section 411(d)(3)(A).

 

17.04                     Mergers and Transfers.  This Plan (including any outstanding loans)may be merged or consolidated with another tax-qualified retirement Plan andassets and liabilities (including any outstanding loans) may be transferredfrom this Plan to any other retirement plan

 

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qualified underSection 401 of the Code if each Participant is entitled to receive fromthis Plan, or from the surviving or transferee plan, immediately after themerger, consolidation or transfer, a benefit equal to or greater than thebenefit the Participant would have been entitled to receive under this Plan ifthis Plan had been terminated immediately before the merger, consolidation ortransfer.

 

**ARTICLE XVIII**

 

**MISCELLANEOUS**

 

18.01                     Limitation of Rights.  Participation in this Plan will not give toany Employee the right to be retained in the employ of an Affiliated Company,nor any right or interest in this Plan other than as provided in this Plandocument.

 

18.02                     Satisfaction of Claims.  Any payment to a Participant, the Participant’slegal representative or Beneficiary, in accordance with the terms of this Planand the appropriate Trust Agreement, will, to the extent thereof, be in fullsatisfaction of all claims such person may have against each Trustee, theCommittee and all Participating Companies, any of whom may require therecipient, as a condition precedent to such payment, to execute a receipt andrelease therefor in such form as shall be determined by the Trustee, theCommittee or a Participating Company, as the case may be.

 

18.03                     Construction. Although contributions made by the Participating Companies are notlimited to profits, the Plan is intended to be a profit sharing plan.  The Plan is to be construed and administeredin accordance with ERISA and other pertinent federal laws and in accordancewith the laws of the State of California to the extent not preempted by ERISA;provided, however, that if any provision is susceptible of more than oneinterpretation, such interpretation shall be given thereto as is consistentwith the intent that this Plan and its related trusts be exempt from federalincome tax under Code Sections 401(a) and 501(a), respectively.  The headings and subheadings of thisinstrument are inserted for convenience of reference only and are not to beconsidered in the construction of this Plan.

 

18.04                     Severability. If a provision of this Plan is held by a court of competent jurisdictionto be invalid or unenforceable, the remaining provisions of the Plan willremain fully effective.

 

18.05                     Source of Benefits.  All benefits payable under the Plan shall be paid and providedfor solely from the Plan’s related trust, and the Participating Companiesassume no liability or responsibility therefor.

 

IN WITNESS WHEREOF, theCompany has caused this Plan to be executed this 10th day of October, 2003.

 
|   | **WELLPOINT HEALTH NETWORKS INC.** |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | By:                                | /s/ J. THOMAS VAN  BERKEM |   |

 

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**APPENDIX I****: TESTING SALARY DEFERRAL**

**ANDMATCHING CONTRIBUTIONS**

 

1.01                           IndividualLimit on Elective Deferrals.

 

(a)                                  ElectiveDeferrals.  “Elective Deferrals”means contributions on behalf of a Participant under a qualified cashor deferred arrangement described in Code Section 402(e)(3), under asimplified employee pension plan described in Code Section 408(k)(6), andunder a salary reduction agreement to purchase an annuity contract described inCode Section 403(b).

 

(b)                                 Distribution.  If the Committee determines that anindividual’s Elective Deferrals under this Plan exceed the amount permitted byCode Sections 401(a)(30) or 402(g), the excess amount, together with incomeearned on the excess amount during the calendar year will be distributed to theParticipant no later than April 15 following the end of the taxable yearin which the excess contribution was made. Income will be determined in accordance with any reasonable method usedfor allocating income to Participants’ Accounts during the Plan Year.  Income for the period between the end of thetaxable year in which the excess amount was contributed and the date ofdistribution will not be distributed.

 

1.02                           Limiton Salary Deferral Contributions.

 

(a)                                  Definitions.

 

(1)                                  DeferralPercentage means, for a group of Eligible Employees, the average of theratios (calculated separately for each individual) of (i) to (ii) where (i) isthe amount of the Salary Deferral Contributions allocated for the Plan Year tothe individual’s Account, and (ii) is the Remuneration of the individual forthe Plan Year computed only for the portion of the Plan Year during which theindividual was eligible to make Elective Deferrals under this Plan and, at theoption of the Committee or its delegate, elective deferrals under any otherplan that was merged into this Plan. The Deferral Percentage for an Eligible Employee who does not elect tomake Salary Deferral Contributions is zero.

 

(2)                                  401(a)(17)Limit.  With respect to thisAppendix, the Remuneration of any Participant taken into account in any PlanYear will not exceed the 401(a)(17) Limit in effect for the Plan Year.

 

(b)                                 DeferralPercentage Test.  Salary DeferralContributions must satisfy one of the following tests:

 

(1)                                  125%.  The Deferral Percentage for HighlyCompensated Employees must not be more than 125% of the Deferral Percentage forNon-Highly Compensated Employees for the prior Plan Year.

 

(2)                                  200%.  The Deferral Percentage for HighlyCompensated Employees must not be more than 2 percentage points greater thanthe Deferral Percentage for Non-Highly Compensated Employees for the prior PlanYear, and the Deferral Percentage for Highly Compensated Employees must not bemore than 200% of the Deferral Percentage for Non-Highly Compensated Employeesfor the prior Plan Year.

 

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(3)                                  SafeHarbor.  Effective for Plan Yearsbeginning after December 31, 1998, this test can be satisfied bysatisfying a design-based safe harbor.

 

(c)                                  DeferralPercentage Test Operational Rules.

 

(1)                                  AggregatedPlans.  If two or more plans thatinclude cash or deferred arrangements are considered a single plan for purposesof Code Section 401(a)(4) or Code Section 410(b) (other than forpurposes of the average benefits test of Code Section 410(b)), the cash ordeferred arrangements included in those plans will be treated as a singlearrangement.

 

(2)                                  HighlyCompensated.  If an eligible HighlyCompensated Employee is a participant under two or more cash or deferredarrangements of an Affiliated Employer, for purposes of determining thatEmployee’s Deferral Percentage, all such cash or deferred arrangements will betreated as a single cash or deferred arrangement.

 

(3)                                  DisregardedEmployees.  Any Employee who is not,at any time during the Plan Year, eligible to authorize a Salary DeferralContribution will be disregarded.

 

(4)                                  Election.  The Committee or its delegate is authorizedto elect to use the current Plan Year rather than the preceding Plan Year inperforming the Deferral Percentage test consistent with the requirements of IRSNotice 98-1, as that may be amended by subsequent guidance.

 

(d)                                 Satisfactionof Deferral Percentage Test.

 

(1)                                  Reductionof Contributions.  If, at any time,the Committee determines that the Deferral Percentage test is not likely to besatisfied, the Committee may reduce the maximum percentage of Compensation thata Highly Compensated Employee may elect as a Salary Deferral Contribution forthe Plan Year.

 

(2)                                  Recalculation.  If, after the end of the Plan Year, the Plandoes not satisfy the Deferral Percentage test, the Excess DeferralContributions, and any income or loss attributable to such amount, will bedistributed to the Highly Compensated Employees, starting with the HighlyCompensated Employee with the greatest dollar amount of Salary DeferralContributions and continuing in descending order.

 

(3)                                  ExcessDeferral Contributions.  The amountof Excess Deferral Contributions to be distributed to Highly CompensatedEmployees as described in paragraph (2) above is equal to the excess of (i)over (ii) where (i) is the amount of Salary Deferral Contributions made onbehalf of all Highly Compensated Employees for the Plan Year in which theexcess arose and (ii) is the maximum amount of Salary Deferral Contributionsthat could be made on behalf of Highly Compensated Employees for the Plan Year,determined by hypothetically reducing each Highly Compensated Employee’s SalaryDeferral Contributions to the extent necessary to satisfy the DeferralPercentage test, starting with the Highly Compensated Employee with the highestindividual deferral rate.  Thedetermination will be made after returning any excess Elective Deferrals asdescribed in Section 1.01.

 

(4)                                  Adjustments.  Distributions of Excess DeferralContributions and Excess Contribution Amounts described in Section 1.03below will be

 

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adjusted for income andloss using any reasonable method for allocating income to Participants’Accounts during the Plan Year.  Incomefor the period between the end of the Plan Year and the date of distributionwill not be included.  Federal, state orlocal income tax withholding obligations attributable to a distribution may besatisfied out of the distribution, if not satisfied out of othercompensation.  Unmatched Salary DeferralContributions will be distributed before matched Salary DeferralContributions.  If matched SalaryDeferral Contributions must also be distributed, they will be accompanied bythe forfeiture of a proportionate share of Matching Contributions.

 

(5)                                  Timing.Excess Deferral Contributions for a Plan Year will be distributed no later thanthe last day of the Plan Year immediately following the Plan Year for which thecontributions were made.

 

1.03                           Limiton Matching Contributions.

 

(a)                                  ContributionPercentage Test.  MatchingContributions are tested and distributed similarly to Salary DeferralContributions under Section 1.02 above except (i) the contributionpercentage test described in Code Section 401(m)(2) is substituted for theDeferral Percentage test and (ii) Excess Contribution Amounts are substitutedfor Excess Deferral Contributions. Excess Contribution Amounts are equal to the excess of (i) over (ii)where (i) is the amount of Matching Contributions made on behalf of all HighlyCompensated Employees for the Plan Year in which the excess arose and (ii) isthe maximum amount of such contributions that could be made on behalf of HighlyCompensated Employees for the Plan Year, determined by hypothetically reducingeach Highly Compensated Employee’s Matching Contributions to the extentnecessary to satisfy the contribution percentage test, starting with the HighlyCompensated Employee with the highest individual contribution rate.  The determination is made after returningany excess Elective Deferrals as described in Section 1.01 and any ExcessDeferral Contributions as described in Section 1.02.

 

(b)                                 MultipleUse Limitation.  If testing underSections 1.02 and 1.03 results in the multiple use of the alternativelimitation (e.g., the percentage for Highly Compensated Employees is notgreater than the Non-highly Compensated Employee percentage for the prior PlanYear plus 2 points or 200% of the Non-highly Compensated Employee percentagefor the prior Plan Year for both tests), the amount over the aggregate limitdescribed in Treasury Regulation Section 1.401(m)-2(b)(3) will be treatedas an Excess Deferral Contribution described in Section 1.02 and returnedto Highly Compensated Employees as described therein.

 

1.04                           Records.The Committee will maintain records sufficient to demonstrate the Plan’scompliance with Code Sections 401(k)(3) and 401(m).

 

1.05                           Ordering.  If, pursuant to these limits, excesscontributions are required to be distributed, unmatched Salary DeferralContributions will be distributed before matched Salary Deferral Contributions.  If matched Salary Deferral Contributionsmust also be distributed in order to satisfy these limits, the matched SalaryDeferral Contributions will be accompanied by the distribution of aproportionate share of Matching Contributions.

 

1.06                           AffiliatedCompanies.  All of this Appendixexcept Section 1.01 will be administered separately with regard toAffiliated Companies (if any) that are unrelated within the meaning of CodeSection 414.

 

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**APPENDIX II****: LIMITATIONS ON ALLOCATIONS**

 

1.01                           BasicLimitation.  The total AnnualAddition to Participants’ Accounts under this Plan and under any other definedcontribution plan maintained by an Affiliated Company may not, for anyLimitation Year beginning after 1994, exceed the lesser of (i) the dollar limitwhich is $30,000 indexed for cost of living changes consistent with CodeSection 415(d) or (ii) 25% of the Participant’s Remuneration for thatLimitation Year.

 

(a)                                  EmployerContributions.  An amount shall bean Annual Addition under a defined contribution plan for a Limitation Year if,with respect to employer contributions (including salary deferralcontributions), such contributions are made during the Limitation Year or nolater than 30 days following the end of the taxable year (includingextensions) with or within which the Limitation Year ends.

 

(b)                                 ParticipantContributions.  An amount shall bean Annual Addition under a defined contribution plan for a Limitation Year if,with respect to the Participant’s own contributions, the contributions are madeduring the Limitation Year or no later than 30 days following the end ofsuch Limitation Year.

 

1.02                           AnnualAddition.  “Annual Addition” means,for any Limitation Year, the aggregate amount (excluding Rollover Contributionsand Trust-to-Trust Transfers) credited to a Participant’s account under thisPlan and to a Participant’s accounts under each other defined contribution planof an Affiliated Company with respect to such Limitation Year from employercontributions and forfeitures allocated to a Participant’s account (excludingany amount reinstated to an account pursuant to Code Sections 411(a)(7)(C)(cash-outs) or 411(a)(3)(D) (mandatory contributions), a Participant’s owncontributions made on behalf of the Participant, and contributions to anindividual medical account (as defined in Code Section 415(1)) for aParticipant as part of a defined benefit plan. For purposes of the application of the dollar limit of clause (i)of Section 1.01 of this Appendix to a Participant who is a Key Employee,as defined in Code Section 416(i), with respect to a Limitation Year, anyamount paid or accrued to that Participant’s account under a welfare benefitfund pursuant to Code Section 419A(d) is an Annual Addition.

 

The provisions insubsections (a) through (d) below apply only in Plan Years beginning beforeJanuary 1, 2000:

 

(a)                                  CombinedLimit.  If a Participant alsoparticipates in a qualified defined benefit plan maintained by an AffiliatedCompany, the sum of (i) the Defined Benefit Fraction and (ii) theDefined Contribution Fraction (as defined below) shall not exceed 1.0 for anyLimitation Year.

 

(b)                                 DefinedBenefit Fraction means that fraction, the numerator of which is theParticipant’s projected annual benefit, determined as of the close of theLimitation Year, under all defined benefit plans of all Affiliated Companiesand the denominator of which is the lesser of (i) the product of1.25 and the dollar limits in effect under Code Section 415(b)(1)(A) forthe Limitation Year or (ii) the product of 1.4 and the Participant’saverage annual Remuneration for the 3 consecutive Limitation Years for whichsuch average is the highest.  AParticipant’s “projected annual benefit” is the annual benefit to which theParticipant would be entitled under all defined benefit plans of all AffiliatedCompanies if the Participant were to remain an Employee until normal retirementage under each such plan and all other relevant factors used to determinebenefits under such plans were to remain constant.

 

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(c)                                  DefinedContribution Fraction means that fraction, the numerator of which is thesum of the Annual Additions to the Participant’s accounts under each definedcontribution plan maintained by an Affiliated Company for the Limitation Yearand all prior Limitation Years (less the amount, if any, permitted to besubtracted under (i) the transitional rule of Section 235(g)(3) ofthe Tax Equity and Fiscal Responsibility Act of 1982 or (ii) the transitionalrule of Section 1106(h)(4) of the Tax Reform Act of 1986) and thedenominator of which is the lesser of the following amounts with respectto the Limitation Year and each prior Limitation Year during which theParticipant was an employee of an Affiliated Company:  (1) the product of 1.25 and the dollar limit in effect underCode Section 415(c)(1)(A) (but without regard to CodeSection 415(c)(6)) for such Limitation Year or (2) the product of 1.4and 25% of the Participant’s Remuneration for such Limitation Year; providedthat the Committee may calculate the denominator of the Defined ContributionFraction for all defined contribution plans of Affiliated Companies using thealternative method set forth in Code Section 415(e)(6).

 

(d)                                 TopHeavy Adjustment.  For any Plan Yearthat the Plan is Top Heavy (as determined under Appendix III), the definitionsof Defined Contribution Fraction and Defined Benefit Fraction are modified bysubstituting 1.0 for 1.25;  provided,however, in no event, will the accrued benefit or account balance of aParticipant be reduced below the amount of such accrued benefit or accountbalance immediately before the Plan became Top Heavy.

 

1.03                           Compliancewith Basic Limitation.             If theAnnual Addition to a Participant’s accounts in this Plan and any other definedcontribution plan of any Affiliated Company would exceed the limits describedin 1.01 of this Appendix, the Annual Addition to this Plan and to each otherdefined contribution plan of any Affiliated Company will be reduced but only tothe extent necessary to comply with Section 1.01 of this Appendix, asfollows:

 

(a)                                  ParticipantContributions.  First, theParticipant’s own contributions to each such plan, to the extent that theyconstitute an Annual Addition, will be reduced pro rata, and the excess,together with earnings thereon, returned to the Participant.

 

(b)                                 EmployerContributions.  Then, employercontributions for the Limitation Year that have not been allocated to suchparticipants will be reduced pro rata.

 

(c)                                  SuspenseAccount.  Then, amounts that cannotbe allocated to participants’ accounts will be credited to a suspense accountthat will be used to reduce future employer contributions.  The suspense account will not share ininvestment earnings and no employer contributions may be made while amountsremain unallocated in the suspense account.

 

1.04                           Compliancewith Combined Limitation.  If for aLimitation Year beginning before January 1, 2000, the sum of theDefined Benefit Fraction and the Defined Contribution Fraction would exceed1.0, then the following actions will be taken in the following order, to theextent necessary for compliance with Section 1.03 of this Appendix, takinginto account the transition provisions of Section 1106(h)(3) of the TaxReform Act of 1986:

 

(a)                                  DefinedBenefit Plan.  The Participant’saccrued benefits under each defined benefit plan of an Affiliated Company willbe reduced in accordance with the terms of each such plan.

 

(b)                                 DefinedContribution Plan.  Annual Additionsto the Participant’s accounts in this Plan and each other defined contributionplan of an Affiliated Company will be reduced.

 

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(c)                                  Yearsafter December 31, 1999. Notwithstanding the foregoing, the overall limit on annual contributionsmade on behalf of an employee who participates in a defined benefit and adefined contribution plan maintained by the same employer will cease to be ineffect for Limitation Years beginning after December 31, 1999.

 

1.05                           LimitationYear.  The Limitation Year is thePlan Year.

 

1.06                           AffiliatedCompany.  For purposes of thisAppendix, the determination of an Affiliated Company will be made with theadjustment required by Code Section 415(h).

 

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**APPENDIX III****: TOP HEAVY PROVISIONS**

 

The following provisionsapply for purposes of determining whether the Plan is Top Heavy as defined inSection 1.03 below and in Code Section 416(g).

 

1.01                           Definitions.  For purposes of this Appendix, the followingterms shall have the meaning indicated:

 

(a)                                  DeterminationDate shall mean, for the Plan’s first Plan Year, the last day of such PlanYear, and for any other Plan Year, the last day of the preceding Plan Year.

 

(b)                                 KeyEmployee shall mean, with respect to any Plan Year, a Participant or formerParticipant (and the Beneficiaries of a deceased Participant) who, at any timeduring the Plan Year containing the Determination Date for the Plan Year inquestion, or any of the four immediately preceding Plan Years, was:

 

(i)                                     Officer.  An officer, for purposes of this Appendix,is an officer of an Affiliated Company having annual Remuneration from allAffiliated Companies for a Plan Year greater than 50% of the maximum dollarlimitation in effect under Code Section 415(b)(1)(A) for the calendar yearin which such Plan Year ended.  Theindividuals actually considered as Key Employees by virtue of being officers(I) shall not in number exceed the lesser of 50 or that number not inexcess of the greater of three officers or 10% of the total number of Employeesof all the Affiliated Companies, and (II) shall be those individualsbelonging to the group of all Participants determined to be officers for thePlan Year containing the Determination Date or any of the preceding four PlanYears, who received the highest annual Remuneration for any Plan Year duringsuch five-year period.

 

(ii)                                  Ownersof Largest Interests.  The owners ofthe largest interests are the 10 Employees of any Affiliated Company owning thelargest interests in any Affiliated Company, provided that such Employee ownsmore than a 1/2% interest in such Affiliated Company, and that such Employee’saggregate annual Remuneration from all the Affiliated Companies exceeds themaximum dollar limitation under Section 415(c)(1)(A) of the Code.  Should two Employees own the same percentageinterest in one or more Affiliated Companies, then the Employee having thegreater annual Remuneration shall be deemed to own the larger percentageinterest.

 

(iii)                               5%Owner.  A 5% owner is an individualwho owns more than 5% of the outstanding stock or stock possessing more than 5%of the total combined voting power of all stock of any Affiliated Company (or,if the Affiliated Company is not a corporation, more than 5% of the capital orprofits interest of the Affiliated Company).

 

(iv)                              1%Owner.  A 1% owner is an individualwho owns more than 1% of the outstanding stock or stock possessing more than 1%of the total combined voting power of all stock of any Affiliated Company, (or,if such Affiliated Company is not a corporation, more than 1% of the capital orprofits interest of the Affiliated Company), and whose annual Remuneration fromall the Affiliated Companies exceeds $150,000.

 

For purposes ofdetermining ownership in an Affiliated Company under this subsection, theattribution principles of Code Section 318 shall apply by substituting“5%” for “50%” in Section 318(a)(2)(C).

 

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(c)                                  Non-KeyEmployee shall mean, with respect to any Plan Year, any Employee who is nota Key Employee, including Employees who are former Key Employees.

 

(d)                                 TopHeavy Ratio of a plan or group of plans shall be a fraction, the numeratorof which is the sum of (I) account balances of all Key Employees undereach defined contribution plan (including any simplified employee pension plan)included in the determination and (II) the present value of cumulativeaccrued benefits of all Key Employees under each defined benefit plan includedin the determination, and the denominator of which is the sum of the accountbalances for all Participants under each defined contribution plan (includingany simplified employee pension plan) included in the determination and thepresent value of cumulative accrued benefits for all Participants under eachdefined benefit plan included in the determination.  In determining the Top-Heavy Ratio, the following rules apply:

 

(i)                                     Valuation.  The value of account balances shall bedetermined as of the most recent Valuation Date that falls within or endswithin the 12-month period ending on the Determination Date.  Present value of accrued benefits under adefined benefit plan shall be calculated under the method used for accrualpurposes in all defined benefit plans of the Affiliated Companies, or, if thereis no such method, as if such benefit accrued not more rapidly than the slowestaccrual rate permitted under Code Section 411(b)(1)(C).  Account balances and accrued benefits sodetermined shall be adjusted for the amount of any contributions (I) madeafter the date of such valuation but on or before the Determination Date or(II) due but unpaid as of the Determination Date, and, except as otherwiseprovided in (2) or (3) below, shall include any amount distributed duringthe five-year period ending on the Determination Date.

 

(ii)                                  Transfers.  With respect to a transfer from onequalified plan to another (by rollover or Trust-to-Trust transfer) which is(A) incident to a merger or consolidation of two or more plans or adivision of a single plan into two or more plans, (B) made between twoplans maintained by the same employer or by employers required to be aggregatedunder Section 414(b), (c), (m) or (o) of the Code, or (C) otherwisenot initiated by the Employee, a Participant’s accrued benefit or accountbalance under a plan shall include any amount attributable to any such transferreceived or accepted by such plan on or before the Determination Date but shallnot include any amount transferred by such plan to any other plan in such atransfer on or before the Determination Date. With respect to any rollover or Trust-to-Trust transfer not described inthe preceding sentence, a Participant’s accrued benefit or account balanceunder a plan (I) shall include any amount distributed or transferred bysuch plan, unless the distributed or transferred amount is excludable underparagraph (1), and (II) shall not include any amount attributable toassets received by such plan.

 

(iii)                               Exclusions.  No accrued benefit for any Participant orBeneficiary shall be taken into account for purposes of calculating theTop-Heavy Ratio with respect to (I) a Participant who is not a KeyEmployee with respect to the Plan Year in question, but who was a Key Employeewith respect to a prior Plan Year, or (II) an Employee who has performedno services for any Affiliated Company within the five-year period ending withthe Determination Date, unless such Employee becomes re-employed after such5-year period.

 

(e)                                  RequiredAggregation Group means a group of two or more plans (including terminatedplans) consisting of (1) a qualified plan of an Affiliated Company(including a simplified employee pension plan) in which at least one KeyEmployee participates, and (2) any other qualified plan or plans of theAffiliated Company which enable the plan

 

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described in (1) to meetthe requirements of Code Sections 401(a)(4) and 410 (except AverageBenefits).

 

(f)                                    PermissiveAggregation Group means a group of plans consisting of a Required AggregationGroup of plans plus one or more other plan or plans of an Affiliated Companywhich, when considered as a group with the Required Aggregation Group, wouldcontinue to satisfy the requirements of Code Sections 401(a)(4) and 410.

 

1.02                           Top-HeavyStatus.  This Plan shall beconsidered “Top-Heavy” with respect to any Plan Year if, as of theDetermination Date for such Plan Year, either:

 

(a)                                  NoRequired Aggregation.  The Top-HeavyRatio for this Plan exceeds 60% and this Plan is not part of any RequiredAggregation Group, or

 

(b)                                 RequiredAggregation.  This Plan is part of aRequired Aggregation Group of plans and the Top-Heavy Ratio for the group ofplans exceeds 60%; provided that, if this Plan is part of one or morePermissive Aggregation Groups of plans for which the Top-Heavy Ratio does notexceed 60%, this Plan shall not be Top-Heavy.

 

1.03                           MinimumContribution.

 

(a)                                  Recipients.  With respect to any Plan Year for which thePlan is Top-Heavy, each Participant who is not a Key Employee, and who has notceased to be an Employee prior to the end of such Plan Year, shall be entitledto a contribution under this section. No Participant otherwise entitled to an allocation under thissubsection shall be ineligible for such allocation solely because he or shehas not completed 1,000 Hours of Service for the Plan Year.

 

(b)                                 Amounts.  The benefit of each Participant who meetsthe requirements of subsection (a), and who does not participate in anydefined benefit plan of any Affiliated Company, shall be such Participant’sCompany Contribution (including forfeitures) under the other provisions of thePlan; provided that the total employer contribution (including forfeitures)allocated to the Account of such Participant shall be not less than an amountwhich, when added to such Participant’s allocable share of employercontributions and forfeitures under any other defined contribution plan of anyof the Affiliated Companies, equals at least 3% of his or herRemuneration.  The benefit described inthis subsection (b) is subject to the following:

 

(i)                                     Limit.  In the event that the percentage of employercontributions and forfeitures under the plans in which such Participantparticipates for the Plan Year on behalf of the Key Employee for whom suchpercentage is greatest is less than 3% of such Key Employee’s Remuneration forthe Plan Year, then such Participant shall not be entitled to a contributionunder this subsection (b) for the Plan Year in excess of such percentageof such Participant’s Remuneration, unless this Plan enables a defined benefitplan included in a Required Aggregation Group with this Plan to satisfy therequirements of Section 401(a) or 410 of the Code (except the averagebenefits test).

 

(ii)                                  SalaryReduction.  Notwithstanding thepreceding paragraph, if the highest rate allocated to a Key Employee is lessthan 3%, amounts contributed as a result of a salary reduction agreement willbe included when determining contributions made on behalf of Key Employees.

 

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(iii)                               Adjustment.  If a Participant also participates in adefined benefit plan of an Affiliated Company, and the Plan and the definedbenefit plan are Top Heavy in a Plan Year, then the minimum contributionrequirement of this Section for that Participant will be fulfilled inaccordance with this subsection, except that “5%” will be substituted for “3%.”

 

1.04                           AffiliatedCompanies.  This Appendix will beadministered separately with regard to Affiliated Companies (if any) that areunrelated within the meaning of Code Section 414.

 

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**APPENDIX IV****:  PARTICIPATIONOF UNICARE FINANCIAL CORP. EMPLOYEES**

 

Effective forCompensation paid to Employees of UniCARE Financial Corp. (“UniCARE”) on andafter March 25, 1994, and subject to the terms and conditions outlinedbelow, UniCARE will become a Participating Company under this Plan.

 

1.01                           Eligibility.  Effective March 25, 1994,notwithstanding anything to the contrary in this Plan, Employees of UniCARE whoare actively at work with UniCARE on March 25, 1994 and who wereparticipants in the UniCARE Financial Corp. Profit Sharing Plan (“UniCAREPlan”) for the payroll period ending February 28, 1994 will be eligible toparticipate in this Plan.

 

1.02                           Service.  Effective March 25, 1994,notwithstanding anything to the contrary in this Plan, hours of service withUniCARE were treated as Hours of Service with the Company for all purposesunder the Plan including, but not limited to, determinations regarding eligibilityto participate in the Plan and determinations regarding a Participant’s levelof Matching Contributions (if any) under the Plan.

 

1.03                           PlanMerger.  On June 1, 1994, theUniCARE Plan, which contains certain annuity and installment options that aregenerally unavailable under the terms of this Plan, was merged into thisPlan.  This Appendix is designed topreserve withdrawal, distribution, and restoration of forfeiture provisionscontained in the UniCARE Plan to the extent required by the Retirement EquityAct and by Code Section 411 for distributions that are made or begin priorto the Change Date described in Section 1.08.  Consequently, this appendix is applicable only to assets(adjusted for future gains losses, expenses and restorations of forfeitures)transferred to this Plan from the UniCARE Plan (“UniCARE Amount”).  All references to a Participant’s UniCAREAmount in this Appendix are to that Participant’s UniCARE Amount as of the mostrecent Valuation Date.

 

1.04                           UniCAREDistribution and Withdrawal Options. A Participant may elect to receive a withdrawal or a distribution (asthe case may be) of his or her UniCARE Amount as provided in (a), (b), or (c)immediately below, subject to the restrictions that apply on and after theChange Date described in Section 1.08.

 

(a)                                  GeneralPlan Provisions.  A Participant mayelect to receive his or her UniCARE Amount pursuant to the withdrawal or thedistribution provisions generally applicable to assets held under thePlan.  The installment and annuityoptions described in subsections (b) and (c) are not available fordistributions made on and after the Change Date described in Section 1.08.

 

(b)                                 InstallmentDistribution.  A Participant mayelect to receive his or her UniCARE Amount in substantially equal annual, ormore frequent installments over a period certain which does not extend beyondthe life expectancy of the Participant or the joint life expectancies of theParticipant and the Participant’s Beneficiary. For these purposes, life expectancies will not be recalculated.

 

(c)                                  AnnuityOption.  A Participant may elect tohave his or her UniCARE Amount used to purchase a nontransferable annuitycontract that will be distributed to the Participant in full satisfaction ofall Plan obligations to the Participant and the Participant’s Beneficiarieswith regard to the Participant’s UniCARE Amount.  A Participant who makes such

 

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an election will be subject to the Notice and Waiver Provisionscontained in Section 5.05 of this Appendix and to the following additionalrequirements.

 

(i)                                     NormalForm.  If the Participant is notmarried on his or her Annuity Starting Date, the Participant’s Normal Form willbe a single life annuity.  If theParticipant is married on his or her Annuity Starting Date, the Participant’sNormal Form will be an immediate annuity for the life of the Participant with asurvivor annuity for the life of the Participant’s spouse (determined as of thedate of distribution of the contract) which is 50% of the amount of the annuitywhich is payable during the joint lives of the Participant and theParticipant’s spouse.

 

(ii)                                  AlternateForm.  Subject to the requirementsof Code Section 401(a)(9), a Participant may elect to receive an immediateannuity for his or her life or a reduced immediate annuity for his or her lifewith a survivor annuity for the life of a Beneficiary that is 50% or 100% ofthe amount of the annuity that is payable during the joint lives of theParticipant and the Beneficiary.  Analternate form of annuity may also provide for an annuity certain feature for aperiod not exceeding the life expectancy of the Participant.

 

1.05                           Noticeand Waiver Provisions.  Subject tothe “Special Waiver of 30-Day Requirement” rules in Article XI of thisPlan, the following provisions are applicable to distributions and withdrawalsdescribed in Section 1.04(c) and Section 1.06(a) of this Appendix.

 

(a)                                  Notice.  No less than 30 days and no more than 90days before the Annuity Starting Date, the Committee will provide theParticipant, or the Participant’s surviving spouse, as the case may be, with awritten explanation of the terms and conditions of the Normal Form, the rightto make, and the effect of, an election to waive the Normal Form, the right of theParticipant’s spouse (if any) to approve a Participant’s waiver, the right torevoke a waiver and the effect of revoking a waiver.

 

(b)                                 Procedure.  A waiver must be made on a form prepared by,and delivered to, the Committee no earlier than 90 days before the AnnuityStarting Date.  The Participant, or theParticipant’s surviving spouse, as the case may be, may revoke or change awaiver at any time before the Annuity Starting Date by delivering a subsequentform to the Committee that satisfies the Plan’s waiver procedures.

 

(c)                                  AdditionalConditions Applicable to Married Participants.

 

(i)                                     AParticipant’s spouse must waive any rights to the Participant’s Normal Form ina document prepared by and delivered to the Committee, that acknowledges theeffect of the waiver, and that is witnessed by a notary public.  In the waiver, the Participant’s spouse musteither consent to the specific non-spouse Beneficiary or Beneficiaries named bythe Participant, and the optional form of benefit selected by the Participant,or acknowledge that the surviving spouse had the right to limit consent only toa specific non-spouse Beneficiary or Beneficiaries, and to a specific optionalform of benefit, and that the surviving spouse voluntarily elected torelinquish that right.

 

(ii)                                  ConsentUnnecessary.  If the Participant islegally separated or abandoned (within the meaning of local law) and theParticipant has a court order to that effect (and there are no QualifiedDomestic Relations Orders as defined in Code Section 414(p) that provideotherwise), or the spouse cannot be located, then the waiver described in the

 

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preceding paragraph need not be filed with the Committee when a marriedParticipant elects an optional form of benefit.

 

(iii)                               Effectof Consent.  Any waiver by a spouseobtained pursuant to these procedures (or establishment that the consent of aspouse could not be obtained) is effective only with respect to that spouse.

 

1.06                           DeathBenefits.  Subject to the requirementsof Code Section 401(a)(9), the following death benefit provisions apply toUniCARE Amounts, provided, however, the annuity option described insubsection (a) will not be available for distributions beginning on orafter the Change Date.

 

(a)                                  MarriedParticipant Who Elected an Annuity. If a married Participant properly elects an annuity pursuant to theterms of this Appendix and dies before his or her Annuity Starting Date, theParticipant’s UniCARE Amount will be used to purchase a single life annuity(the Normal Form) for the Participant’s surviving spouse as soon asadministratively possible after the Participant’s spouse requests purchase ofsuch an annuity.  Pursuant to the Noticeprovisions of Sections 5.05(a) and (b) of this Appendix, the Participant’ssurviving spouse may elect to receive the Participant’s UniCARE Amount pursuantto the distribution provisions generally applicable to assets held under thePlan instead of in the Normal Form of a single life annuity.

 

(b)                                 UnmarriedParticipant.  If an unmarriedParticipant dies before his or her Annuity Starting Date, the Participant’sUniCARE Amount will be distributed pursuant to the distribution provisionsgenerally applicable to assets held under the Plan and neither the annuity northe installment provisions of this Appendix will not apply.

 

(c)                                  MarriedParticipant Who Did Not Elect an Annuity Before the Change Date.  If a married Participant who did notproperly elect an annuity pursuant to the terms of this Appendix dies beforehis or her Annuity Starting Date, or the Participant dies on or after theChange Date, the Participant’s UniCARE Amount will be distributed pursuant tothe distribution provisions generally applicable to assets held under the Planand neither the annuity nor the installment provisions of this Appendix willapply.

 

1.07                           Restorationof Forfeitures.  Under the UniCAREPlan, an individual who separated from service with UniCARE and who received adistribution (or a deemed distribution) of the vested portion of his or her accountunder the UniCARE Plan forfeited (or was deemed to forfeit) his or her unvestedbenefits under the UniCARE Plan.

 

(a)                                  Returnto Service.  If such an individual(i) was reemployed by UniCARE or (ii) became an Employee after January 20,1994 (when UniCARE became a wholly owned subsidiary of WellPoint HealthNetworks Inc.), the amount forfeited will be restored (without earnings) aspart of the individual’s UniCARE Amount if the individual pays to this Plan (orin the case of a deemed forfeiture, the Participant is deemed to have repaidthe Plan) the full amount of the distribution before the earlier of (x) 5 yearsafter the applicable event described in (i) or (ii) above, or (y) the close ofthe first period of 5 consecutive 1-year breaks in service (as defined in theUniCARE Plan) following the date of the distribution.

 

(b)                                 Funds.  Funds for restoring forfeitures under thisSection will be drawn from a special contribution to the Plan to be madeby the appropriate Participating

 

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Company, as determined by the Committee.  This special contribution will not be subject to the limitationsunder Internal Revenue Code Section 415.

 

1.08                           ChangeDate.  For purposes of this AppendixIV, Change Date means July 1, 2001, provided that each affectedParticipant is furnished a summary of material modifications that reflects theelimination of the annuity and installment distribution options as applied toUniCARE Amounts not less than 90 days prior to such date.

 

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**APPENDIX V****:  PARTICIPATIONOF COST CARE INC. EMPLOYEES**

 

1.01                           Eligibility.  Effective March 1, 1997, individualswho were employed by Cost Care, Inc. (“Cost Care”) on February 28, 1997,and who became Employees due to a corporate transaction on March 1, 1997will be eligible to participate in this Plan to the extent they satisfy thePlan’s eligibility requirements, taking into account the applicable servicecrediting provisions in Article III of the Plan.

 

1.02                           PlanMerger.  Effective March 31,1997, the Cost Care Inc. Savings Plan (“Cost Care Plan”), under which certainannuity options were the normal form of benefit, was merged into thisPlan.  The following provisions areapplicable only to assets (adjusted for future gains, losses, expenses andrestorations of forfeitures) merged into this Plan from the Cost Care Plan(“Cost Care Amount”).  All references toa Participant’s Cost Care Amount in this Appendix are to that Participant’sCost Care Amount as of the most recent Valuation Date.

 

1.03                           CostCare Distribution and Withdrawal Options.

 

(a)                                  GeneralPlan Provisions.  A Participant mayelect to receive his or her Cost Care Amount pursuant to the in-servicewithdrawal provisions or the distribution provisions generally applicable toassets held under this Plan.  Fordistributions that begin prior to the Change Date described inSection 1.07, a Participant may also elect among the annuity optionsdescribed below.

 

(b)                                 AnnuityOptions.  When requesting an in-servicewithdrawal or a distribution, a Participant may elect to have his or her CostCare Amount used to purchase a nontransferable annuity contract that will bedistributed to the Participant in full satisfaction of all Plan obligations tothe Participant and the Participant’s Beneficiaries with regard to theParticipant’s Cost Care Amount.  AParticipant who makes such an election will be subject to the Notice and WaiverProvisions contained in Section 1.04 of this Appendix and to the followingadditional provisions.

 

(i)                                     NormalForm.  If the Participant is notmarried on his or her Annuity Starting Date, the Participant’s Normal Form willbecome a single life annuity.  If theParticipant is married on his or her Annuity Starting Date, the Participant’sNormal Form will become an immediate annuity for the life of the Participantwith a survivor annuity for the life of the Participant’s spouse (determined asof the date of distribution of the contract) which is 50% of the amount of theannuity which is payable during the joint lives of the Participant and theParticipant’s spouse.

 

(ii)                                  AlternateForms.  Subject to the requirementsof Code Section 401(a)(9), a Participant may elect to receive an immediateannuity for his or her life or a reduced immediate annuity for his or her lifewith a survivor annuity for the life of a Beneficiary that is 50% or 100% ofthe amount of the annuity that is payable during the joint lives of theParticipant and a Beneficiary.  Analternate form of annuity may also provide for an annuity payable for theParticipant’s lifetime with a minimum guarantee of 10 years of payments.

 

1.04                           Noticeand Waiver Provisions.  Subject tothe “Special Waiver of 30-Day Requirement” rules in Article XI of thisPlan, the following provisions are applicable to distributions and withdrawalsdescribed in Section 1.03(b) and Section 1.05(a) of this Appendix.

 

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(a)                                  Notice.  No less than 30 days and no more than 90days before the Annuity Starting Date, the Committee will provide theParticipant, or the Participant’s surviving spouse, as the case may be, with anexplanation of the terms and conditions of the Normal Form, the right to make,and the effect of, an election to waive the Normal Form, the right of theParticipant’s spouse (if any) to approve a Participant’s waiver, the right torevoke a waiver and the effect of revoking a waiver.

 

(b)                                 Procedure.  A waiver must be made on a form prepared by,and delivered to, the Committee no earlier than 90 days before the AnnuityStarting Date.  The Participant, or theParticipant’s surviving spouse, as the case may be, may revoke or change awaiver at any time before the Annuity Starting Date by delivering a subsequentform to the Committee that satisfies the Plan’s waiver procedures.

 

(c)                                  AdditionalConditions Applicable to Married Participants.

 

(i)                                     AParticipant’s spouse must waive any rights to the Participant’s Normal Form ina document prepared by and delivered to the Committee, that acknowledges theeffect of the waiver, and that is witnessed by a notary public.  In the waiver, the Participant’s spouse musteither consent to the specific non-spouse Beneficiary or Beneficiaries named bythe Participant, and the optional form of benefit selected by the Participant,or acknowledge that the surviving spouse had the right to limit consent only toa specific non-spouse Beneficiary or Beneficiaries, and to a specific optionalform of benefit, and that the surviving spouse voluntarily elected torelinquish that right.

 

(ii)                                  ConsentUnnecessary.  If the Participant islegally separated or abandoned (within the meaning of local law) and theParticipant has a court order to that effect (and there are no QualifiedDomestic Relations Orders as defined in Code Section 414(p) that provideotherwise), or the spouse cannot be located, then the waiver described in thepreceding paragraph need not be filed with the Committee when a marriedParticipant elects an optional form of benefit.

 

(iii)                               Effectof Consent.  Any waiver by a spouseobtained pursuant to these procedures (or establishment that the consent of aspouse could not be obtained) is effective only with respect to that spouse.

 

1.05                           DeathBenefits.  Subject to therequirements of Code Section 401(a)(9), the following death benefitprovisions apply to Cost Care Amounts, provided, however, the annuity optiondescribed in subsection (a) will not be available for distributionsbeginning on or after the Change Date described in Section 5.07.

 

(a)                                  MarriedParticipant Who Elected an Annuity. If a married Participant properly elects an annuity pursuant to theterms of this Appendix and dies before his or her Annuity Starting Date, theParticipant’s Cost Care Amount will be used to purchase a single life annuity(the Normal Form) for the Participant’s surviving spouse as soon asadministratively possible after the Participant’s spouse requests purchase ofsuch an annuity.  Pursuant to the Noticeprovisions of Sections 1.04(a) and (b) of this Appendix, the Participant’ssurviving spouse may elect to receive the Participant’s Cost Care Amountpursuant to the distribution provisions generally applicable to assets heldunder the Plan instead of in the Normal Form of a single life annuity.

 

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(b)                                 UnmarriedParticipant.  If an unmarriedParticipant dies before his or her Annuity Starting Date, the Participant’sCost Care Amount will be distributed pursuant to the distribution provisionsgenerally applicable to assets held under the Plan and the annuity provisionsof this Appendix will not apply.

 

(c)                                  MarriedParticipant Who Did Not Elect an Annuity Before the Change Date.  If a married Participant who did notproperly elect an annuity pursuant to the terms of this Appendix dies beforehis or her Annuity Starting Date, or if the Participant dies on or after theChange Date described in Section 5.07 , the Participant’s Cost Care Amountwill be distributed pursuant to the distribution provisions generallyapplicable to assets held under the Plan and the annuity provisions of thisAppendix will not apply.

 

1.06                           Restorationof Forfeitures.  Under the Cost CarePlan, an individual who separated from service with Cost Care and who receiveda distribution (or a deemed distribution) of the vested portion of his or heraccount under the Cost Care Plan forfeited (or was deemed to forfeit) his orher unvested benefits under the Cost Care Plan.

 

(a)                                  Returnto Service.  If such an individual(i) was reemployed by Cost Care or (ii) became an Employee after March 1,1997, the amount forfeited will be restored (without earnings) as part of theindividual’s Cost Care Amount if the individual pays to this Plan (or in thecase of a deemed forfeiture, the Participant is deemed to have repaid the Plan)the full amount of the distribution before the earlier of (x) 5 years after theapplicable event described in (i) or (ii) above, or (y) the close of the firstperiod of 5 consecutive 1-year breaks in service (as defined in the Cost CarePlan) following the date of the distribution.

 

(b)                                 Funds.  Funds for restoring forfeitures under thisSection will be drawn from a special contribution to the Plan to be madeby the appropriate Participating Company, as determined by the Committee.  This special contribution will not besubject to the limitations under Internal Revenue Code Section 415.

 

1.07                           ChangeDate.  For purposes of this AppendixV, Change Date means July 1, 2001, provided that each affectedParticipant is furnished a summary of material modifications that reflects theelimination of the annuity and installment distribution options as applied toCost Care Amounts not less than 90 days prior to such date.

 

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**APPENDIX VI****:  PARTICIPATIONOF JOHN HANCOCKMUTUAL LIFE INSURANCE EMPLOYEES**

 

1.01                           Eligibility.  Effective March 1, 1997, individualswho were employed by John Hancock Mutual Life Insurance Company (“Hancock”) onFebruary 28, 1997, and who became Employees due to a corporate transactionon March 1, 1997 will be eligible to participate in this Plan to theextent they satisfy the Plan’s eligibility requirements, taking into accountthe applicable service crediting provisions in Article III of the Plan.

 

1.02                           PlanMerger.  On March 31, 1997, TheInvestment-Incentive Plan for Hancock Employees (“Hancock Plan”), whichcontains a partial distribution option that is not generally available underthe terms of this Plan, was merged into this Plan.  Consequently, the partial distribution option described belowapplies only to assets (adjusted for future gains losses, and expenses)transferred to this Plan from the Hancock Plan (“Hancock Amount”).  All references to a Participant’s HancockAmount are to that Participant’s Hancock Amount as of the most recent ValuationDate.

 

1.03                           HancockDistribution and Withdrawal Options.

 

(a)                                  GeneralPlan Provisions.  A Participant or aBeneficiary (as the case may be) may elect to receive his or her Hancock Amountpursuant to the withdrawal or the distribution provisions generally applicableto assets held under the Plan.

 

(b)                                 PartialDistributions.  Subject to therequirements of Code Section 401(a)(9), a Participant who has attained age59-1/2 or who is otherwise eligible for a Plan distribution that is not anin-service withdrawal, an Alternate Payee of such a Participant, or aBeneficiary who is the surviving spouse of such a Participant, may elect toreceive all or a portion of such a Participant’s Hancock Amount at any time.

 

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**APPENDIX VII****:  PARTICIPATINGCOMPANIES**

 

The following entitiesare Participating Companies in this Plan as of March 1, 2002:

 

BlueCross of California

 

BlueCross and Blue Shield of Georgia, Inc.

 

ComprehensiveIntegrated Marketing Services

 

CostCare, Inc.

 

GreaterGeorgia Life Insurance Company

 

PrecisionRx, Inc.

 

ProfessionalClaim Services, Inc.

 

UNICARELife & Health Insurance Company

 

UNICAREHealth Plans of the Midwest

 

WellPointDevelopment Company, Inc.

 

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**APPENDIX VIII****:  DISTRIBUTIONPROVISIONS**

 

The information containedin this Appendix is consistent with the Plan’s distribution provisions, and isgenerally required by law to be explicitly stated in the Plan.

 

1.01                           Incorporationby Reference of 401(a)(9) Regulations. Effective January 1, 1985, distributions will be made in accordancewith the Regulations under Code Section 401(a)(9), including the minimumdistribution incidental benefit requirement of Code Section 401(a)(9)(G).

 

1.02                           RequiredBeginning Date.  Notwithstandinganything contrary in the Plan, a Participant may not defer payment of Planbenefits past his or her required beginning date.  If a Participant attains age 70-1/2 beforeJanuary 1, 2000, or if the Participant is a 5% owner (within the meaningof Code Section 416(i)), his or her required beginning date isApril 1 following the close of the calendar year in which the Participantattains age 70-1/2.  If a Participantwho is not a 5% owner attains age 70-1/2 on or after January 1, 2000,his or her required beginning date is April 1 of the later of (i) thecalendar year following the calendar year in which the Participant attains age70-1/2, or (ii) the calendar year following the calendar year in whichParticipant terminates employment.

 

1.03                           Form.  Except with respect to a UniCARE Amount,Cost Care Amount or NCPPO Amount subject to an annuity or installment election,a Participant’s Plan benefits will be distributed in a single sum at theParticipant’s required beginning date if the Participant has not made a priorvalid election to receive his or her benefits at an earlier distributiondate.  If the Participant’s requiredbeginning date occurs prior to his or her termination of employment, anybenefits accrued during the Plan Year in which his or her required beginningdate occurs, or any later year, will be distributed to the Participant no laterthan last day of the following calendar year.

 

AnyUniCARE Amounts, Cost Care Amounts or NCPPO Amounts subject to an annuity orinstallment election will be distributed to the Participant in the annuitycontract form described in the applicable Appendix unless the Participant makesa valid election to receive an alternative form under the required procedures,provided, however, that the annual payment under any form must be not less thanthe 401(a)(9) amount described below.

 

1.04                           401(a)(9)Amount for Participants.  Theminimum required distribution for each calendar year (“401(a)(9) amount”),starting with the calendar year preceding the calendar year in which theParticipant’s required beginning date occurs, is determined by dividing theParticipant’s Account, valued at the last day of the year, by the remaininglife expectancy of the Participant.  Thelife expectancy will not be recalculated. A new Annuity Starting Date will apply upon the occurrence of a standarddistribution event under the Plan (e.g., the Participant’s terminationof employment or the termination of the Plan), and the Participant’s subsequentPlan benefits will be redetermined to reflect prior benefit payments.

 

1.05                           BeneficiaryDistributions.

 

(a)                                  DeathBefore Required Beginning Date.  Ifthe Participant dies before his or her required beginning date, distribution ofthe Participant’s entire Account, other than any UniCARE Amount, Cost CareAmount and NCPPO Amount subject to an annuity or installment option will becompleted by December 31 of the calendar year containing the fifthanniversary of the Participant’s death. With respect to any UniCARE Amount, Cost Care

 

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Amount and NCPPO Amount subject to an annuity or installment option,distribution shall be made consistent with the preceding sentence except to theextent that the Beneficiary makes an election in accordance with the followingparagraphs:

 

(i)                                     DesignatedBeneficiary.  If any portion of theParticipant’s UniCARE Amount, Cost Care Amount and NCPPO Amount that is subjectto an annuity or installment option is payable to a designated Beneficiary,distributions may be made for a period certain not greater than the lifeexpectancy of the designated Beneficiary commencing on or beforeDecember 31 of the calendar year immediately following the calendar yearin which the Participant died.

 

(ii)                                  SurvivingSpouse.  If the designatedBeneficiary is the Participant’s surviving spouse, the date that distributionspayable for a period certain not greater than the life expectancy of theParticipant’s surviving spouse are required to begin to the Participant’ssurviving spouse shall not be earlier than the later of December 31 of thecalendar year immediately following the calendar year in which the Participantdied, and December 31 of the calendar year in which the Participant wouldhave attained age 70-1/2.

 

(iii)                               Deathof Spouse.  If the surviving spousedies after the Participant, but before payments to the spouse begin, theprovisions of this subsection, with the exception of paragraph (ii), shall beapplied as if the surviving spouse were the Participant.

 

(b)                                 DeathAfter Required Beginning Date.  If aParticipant dies after the Participant’s required beginning date, any remainingPlan benefits attributable to the Participant’s UniCARE Amount, Cost CareAmount and NCPPO Amount will continue to be distributed at least as rapidly asunder the method of distribution in effect before the Participant’s death.

 

1.06                           Timing.  Subject to Regulation 1.411(a)-11(c)(7) andthe provisions of this Plan, benefits of a former Participant shall becomepayable no later than 60 days after the last to occur of (a) the last day ofthe Plan Year in which the Participant attains age 65, (b) the last day of thePlan Year in which the Participant separates from employment with the Company,or (c) the 10th anniversary of the last day of the Plan Year in which theParticipant commenced participation in the Plan.

 

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**APPENDIX IX****:  MERGER OFNATIONAL CAPITAL PREFERRED PROVIDER ORGANIZATION, INC.401(k) PLAN**

 

The National CapitalPreferred Provider Organization, Inc. 401(k) Plan (the “NCPPO Plan”) is mergedwith and into the Plan effective as of June 1, 1999 (the “MergerDate”).  The merger of the Plan andNCPPO Plan is effected in accordance with the following provisions:

 

1.01                           Eligibility.  Effective June 1, 1999,notwithstanding anything to the contrary in the Plan, each Employee who is aparticipant in the NCPPO Plan on May 31, 1999 will be eligible toparticipate in the Plan in accordance with the provisions in Article IV.

 

1.02                           Transferof Account Balances.  The accountbalances of each participant (including former and active employees of NCPPO)in the NCPPO Plan (each an “NCPPO Participant”) will be transferred to the Planthrough a direct transfer from the trust fund of the NCPPO Plan to the TrustFund for the Plan on the Merger Date and will be held on behalf of the NCPPOParticipants.  References in the Plan to“Participant” shall include any NCPPO Participant who ceased to be an employeeof NCPPO before the Merger Date.  Therights and benefits of such an individual will be determined in accordance withthe provisions of the NCPPO Plan in effect on the date on which such NCPPOParticipant ceased to be an NCPPO employee. Such rights and benefits also will be subject to any provisions of thePlan that are specifically made effective to such date.

 

1.03                           Amountof Account.  The account balancemaintained for each NCPPO Participant immediately prior to the Merger Dateshall be credited to the Account maintained for such individual under the Planimmediately after the Merger Date.

 

1.04                           ProtectedBenefits.  The terms and provisionsof the Plan will govern the rights, benefits and entitlements of allParticipants and any other individuals who have an interest in an Account underthe Plan.  The terms and provisions ofthe NCPPO Plan are extinguished and will cease to have any force or effect asof the Merger Date.  However, thisAppendix IX is designed to preserve under the Plan any benefits that wereaccrued under the NCPPO Plan prior to the Merger Date to the extent suchbenefits are protected under Code Section 411(d)(6) (‘ProtectedBenefits’).  Consequently, this AppendixIX is applicable only to assets (adjusted for future gains, losses, expensesand restorations of forfeitures) transferred to the Plan from the NCPPO Plan(“NCPPO Amount”) on behalf of an NCPPO Participant.  All references to a Participant’s NCPPO Amount in this Appendixare to that Participant’s NCPPO Amount as of the most recent Valuation Date.  The following benefits, rights and featuresare Protected Benefits with respect to NCPPO Amounts:

 

(a)                                  AnNCPPO Participant’s right to withdraw amounts attributable to his or herafter-tax contributions*,* subject to**distribution provisions inSection 1.09 below*.*

 

(b)                                 Theautomatic and optional distribution forms of benefit specified below inSection 1.09 below.

 

1.05                           ImmediateVesting.  An NCPPO Participant’sNCPPO Amount will be fully vested at the Merger Date to the extent notpreviously vested.

 

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1.06                           Investmentof Account Balance.  The accountbalances transferred from the NCPPO Plan to the Plan will be invested in suchFund or Funds as the Committee deems appropriate.  Following reconciliation of the transferred account balances, theNCPPO Amount will be invested in accordance with each Participant’s investmentdirective.

 

1.07                           ServiceCredit.* *Service recognized under theNCPPO Plan will not be taken into account for purposes of determining whether aNCPPO Participant is eligible for the Grandfathered Match that was implementedin 1997.

 

1.08                           PreviousAuthorizations.  All distributionsin progress, outstanding loans, beneficiary designations and qualified domesticrelations orders under the NCPPO Plan, except as provided to the contrary inthis Appendix will be effective under the Plan as of the Merger Date until suchtime as such distributions in progress, outstanding loans, beneficiarydesignations and qualified domestic relations orders shall be made under thePlan for NCPPO Participants.

 

1.09                           Distributions.

 

(a)                                  GeneralPlan Provisions.  A NCPPOParticipant may elect to receive his or her NCPPO Amount pursuant to thewithdrawal or the distribution provisions (e.g., a single sum) generallyapplicable to assets held under the Plan.

 

(b)                                 AnnuityOptions.  For distributions thatbegin prior to the Change Date described in Section 1.13, a NCPPOParticipant may elect to have his or her NCPPO Amount used to purchase anontransferrable annuity contract that will be distributed to the Participantin full satisfaction of all Plan obligations to the Participant and theParticipant’s Beneficiaries with regard to the Participant’s NCPPO Amount.  A Participant who makes such an electionwill be subject to the Notice and Waiver Provisions contained inSection 1.10 of this Appendix and to the following additionalrequirements.

 

(i)                                     NormalForm.  If the Participant is notmarried on his or her Annuity Starting Date, the Participant’s Normal Form willbe a single life annuity with an installment refund.  If the Participant is married on his or her Annuity StartingDate, the Participant’s Normal Form will be an immediate annuity for the lifeof the Participant with a survivor annuity for the life the Participant’sspouse (determined as of the date of distribution of the contract) which is 50%of the amount of the annuity that is payable during the joint lives of theParticipant and the Participant’s spouse.

 

(ii)                                  AlternateForm.  Subject to the requirementsof Code Section 401(a)(9) and the consent requirements in Section 1.10(c)below, a Participant may elect to receive:

 

(A)                              asingle life annuity with a certain period of five, ten or fifteen years;

 

(B)                                astraight life annuity;

 

(C)                                areduced immediate annuity for his or her life with a survivor annuity withinstallment refund that is 50%, 66-2/3% or 100% of the amount of the annuitythat is payable during the joint lives of the Participant and the Beneficiary;

 

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(D)                               afixed period annuity for any period of whole months not less than sixty,provided the payout term does not exceed the life expectancy of the Participantand Beneficiary where the life expectancy is not recalculated; or

 

(E)                                 substantiallyequal annual installments over a period certain that does not extend beyond thelife expectancy of the Participant or the joint life expectancies of theParticipant and the Participant’s Beneficiary. Life expectancies will not be recalculated.

 

1.10                           Noticeand Waiver Provisions.  Subject tothe “Special Waiver of 30-Day Requirement” rules in Article XI of thisPlan, the following provisions are applicable to distributions and withdrawalsdescribed in Section 1.10(b) and Section 1.11(a) of this Appendix.

 

(a)                                  Notice.  No less than 30 days and no more than 90days before the Annuity Starting Date, the Committee will provide theParticipant, or the Participant’s surviving spouse, as the case may be, with awritten explanation of the terms and conditions of the Normal Form, the rightto make, and the effect of, an election to waive the Normal Form, the right ofthe Participant’s spouse (if any) to approve a Participant’s waiver, the rightto revoke a waiver and the effect of revoking a waiver.

 

(b)                                 Procedure.  A waiver must be made on a form prepared by,and delivered to, the Committee no earlier than 90 days before the AnnuityStarting Date.  The Participant, or theParticipant’s surviving spouse, as the case may be, may revoke or change awaiver at any time before the Annuity Starting Date by delivering a subsequentform to the Committee that satisfies the Plan’s waiver procedures.

 

(c)                                  AdditionalConditions Applicable to Married Participants.

 

(i)                                     Waiver.  A Participant’s spouse must waive any rightsto the Participant’s Normal Form in a document prepared by and delivered to theCommittee, that acknowledges the effect of the waiver, and that is witnessed bya notary public.  In the waiver, theParticipant’s spouse must either consent to the specific non-spouse Beneficiaryor Beneficiaries named by the Participant, and the optional form of benefitselected by the Participant, or acknowledge that the surviving spouse had theright to limit consent only to a specific non-spouse Beneficiary orBeneficiaries, and to a specific optional form of benefit, and that thesurviving spouse voluntarily elected to relinquish that right.

 

(ii)                                  ConsentUnnecessary.  If the Participant islegally separated or abandoned (within the meaning of local law) and theParticipant has a court order to that effect (and there are no QualifiedDomestic Relations Orders as defined in Code Section 414(p) that provideotherwise), or the spouse cannot be located, then the waiver described in thepreceding paragraph need not be filed with the Committee when a marriedParticipant elects an optional form of benefit.

 

(iii)                               Effectof Consent.  Any waiver by a spouseobtained pursuant to these procedures (or establishment that the consent of aspouse could not be obtained) is effective only with respect to that spouse.

 

1.11                           DeathBenefits.  Subject to therequirements of Code Section 401(a)(9), the following death benefitprovisions apply to NCPPO Amounts.

 

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(a)                                  MarriedParticipant Who Elected an Annuity. For distributions made prior to the Change Date described inSection 1.13, if a married Participant properly elects an annuity pursuantto the terms of this Appendix and dies before his or her Annuity Starting Date,the Participant’s NCPPO Amount will be used to purchase a single life annuity(the Normal Form) for the Participant’s surviving spouse as soon asadministratively possible after the Participant’s spouse requests purchase ofsuch an annuity.  Pursuant to the Noticeprovisions of Sections 1.10(a) and (b) of this Appendix, the Participant’ssurviving spouse may elect to receive the Participant’s NCPPO Amount pursuantto the distribution provisions generally applicable to assets held under thePlan instead of in the Normal Form of a single life annuity with an installmentrefund.

 

(b)                                 UnmarriedParticipant.  If an unmarriedParticipant dies before his or her Annuity Starting Date, the Participant’sNCPPO Amount will be distributed pursuant to the distribution provisionsgenerally applicable to assets held under the Plan and neither the annuity northe installment provisions of this Appendix will not apply.

 

(c)                                  MarriedParticipant Who Did Not Elect an Annuity Before the Change Date.  If a married Participant who did notproperly elect an annuity pursuant to the terms of this Appendix dies beforehis or her Annuity Starting Date, the Participant’s NCPPO Amount will bedistributed pursuant to the distribution provisions generally applicable toassets held under the Plan and neither the annuity nor the installmentprovisions of this Appendix will apply.

 

1.12                           Loans.  A Participant must obtain the consent of hisor her spouse to a loan from the Plan to the extent the loan is secured by theParticipant’s NCPPO Amount and is made prior to the Change Date described inSection 1.13.  The spouse’s consentmust be provided as described in Section 1.10(c) above.

 

1.13                           ChangeDate.  For purposes of this AppendixV, Change Date means July 1, 2001, provided that each affectedParticipant is furnished a summary of material modifications that reflects theelimination of the annuity and installment distribution options as applied toNCPPO Amounts not less than 90 days prior to such date.

 

1.14                           SpecialEffective Dates.  The followingspecial effective dates apply to the provisions of the NCPPO Plan:

 

(a)                                  EffectiveDecember 12, 1994, contributions and benefits with respect to qualifiedmilitary service are provided to the extent required by CodeSection 414(u) consistent with the Uniformed Services Employment andReemployment Rights Act of 1994.

 

(b)                                 EffectiveJanuary 1, 1998, the definition of “Compensation” for CodeSection 415 testing is expanded to include elective contributions that arenot includible in gross income under Code Sections 125, 402(e)(3), 402(h) and403(b) for all purposes, including Code Section 415 testing, consistentwith the Small Business Job Protection Act of 1996.

 

(c)                                  EffectiveJanuary 1, 1997, the return of excess contributions and excess aggregatecontributions to a Highly Compensated Employee is based on the amount of theEmployee’s contributions rather than his or her deferral or contributionpercentage consistent with the Small Business Job Protection Act of 1996.

 

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(d)                                 EffectiveJanuary 1, 1997, the definitions of “Highly Compensated Employee” andleased employee are amended consistent with the Small Business Job ProtectionAct of 1996.

 

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**APPENDIX X****:MERGER OF RUSH PRUDENTIAL HEALTH PLANS RETIREMENT PLAN**

 

1.01                           Eligibility.  Effective the first day of the first payrollperiod beginning after March 3, 2000 (“Acquisition Date”),notwithstanding anything to the contrary in the Plan, each individual employedby Rush Prudential Health Plans (“Rush Prudential”) on the day immediatelypreceding the Acquisition Date who becomes an Employee as of the AcquisitionDate will be eligible to participate in the Plan to the extent that he or shesatisfies the Plan’s eligibility requirements, taking into account theapplicable service crediting provisions in Article III of the Plan.

 

1.02                           Transferof Account Balances.  As soon asadministratively possible following the Acquisition Date, the Rush PrudentialHealth Plans Retirement Plan (“Rush Pru Plan”) will be merged into this Plan,thereby amending the terms of the Rush Pru Plan, which will cease to have anyforce or effect.  In connection with themerger, the account balance of (i) each individual participating in the RushPru Plan who became an Employee as of the Acquisition Date, and (ii) eachformer employee of Rush Prudential with a balance in the Rush Pru Plan as ofthe merger date (each a “Rush Pru Employee”) will be transferred to thePlan.  References in the Plan to“Participant” include any Rush Pru Employee who ceased to be an employee ofRush Prudential prior to the Acquisition Date, but had an account balance underthe Rush Pru Plan as of the merger date.

 

1.03                           ServiceCredit.* *Service recognized under the RushPru Plan will not be taken into account for purposes of determining whether aRush Pru Employee is eligible for the Grandfathered Match that was implementedin 1997.  Service recognized under theRush Pru Plan will be taken into account for purposes of determining whether aRush Pru Employee has incurred five One Year Periods of Severance.

 

1.04                           PreviousAuthorizations.  All distributionsin progress, outstanding loans, beneficiary designations and qualified domesticrelations orders initiated under the Rush Pru Plan, except as provided to thecontrary in this Appendix, will be administered under the Plan as of the mergerdate.

 

1.05                           Restorationof Forfeitures.  Each Rush PruEmployee who became an Employee as of the Acquisition Date was fully vested inany benefits accrued under the Rush Pru Plan. Under the terms of the Rush Pru Plan, the nonvested portion of a participant’saccount balance (if any) was forfeited at the earlier of (i) the date theparticipant received a distribution or (ii) the date the participant had aone-year break in service.

 

(a)                                  Returnto Service.  If an individualdescribed in clause (i) above becomes an Employee after the AcquisitionDate but before incurring five consecutive one-year breaks in service (asdetermined under the Rush Pru Plan), the amount forfeited will be restored(without earnings) to the individual’s Account under the Plan if the individualpays to this Plan the full amount of such distribution within five years afterthe date of his employment as an Employee. If an individual described in clause (ii) above becomes an Employeeafter the Acquisition Date and before incurring five consecutive one-yearbreaks in service, the amount forfeited will be restored to the individual’sAccount under the Plan.

 

(b)                                 Funds.  Funds for restoring forfeitures under thisSection will be drawn from a special contribution the Plan to be made bythe appropriate Participating Company,

 

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as determined by the Committee. The special contribution will not be subject to the limitations underthe Internal Revenue Code Section 415.

 

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**APPENDIX XI****: MERGER OF BLUE CROSS AND BLUE SHIELD OF GEORGIA, INC.TAX-FAVORED SAVINGS PROGRAM**

 

The Blue Cross and BlueShield of Georgia, Inc. Tax-Favored Savings Program (the “Georgia SavingsProgram”) is merged into the Plan effective as of 11:59 p.m. onMay 31, 2001.  Assets andliabilities of the Georgia Savings Program, together with the assets andliabilities of this Plan, constitute a single plan within the meaning of CodeSection 414(l) as of June 1, 2001 (the “Plan Merger Date”).  Unless otherwise expressly provided herein,the rights and benefits of a participant in the Georgia Savings Program whoterminated employment with Blue Cross and Blue Shield of Georgia, Inc. (“BCBSGA”)on or prior to May 31, 2001 are determined in accordance with theprovisions of the Georgia Savings Program as in effect prior toJune 1, 2001.  References inthe Plan to “Participant” as defined in Article II include each individualwith an interest in the Georgia Savings Program without regard to his or herstatus as an Employee or former Employee (each a “Georgia Participant” forpurposes of this Appendix).  ThisAppendix XI is designed to preserve under the Plan any benefits that wereaccrued under the Georgia Savings Program prior to June 1, 2001 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 BCBSGA described in this Appendixsubject to the restriction applicable to protected benefits described in theprior sentence and except to the extent modified by the terms of thisAppendix.  In the event of a conflict,the provisions of this Appendix will control.

 

1.01                           Eligibility.  Notwithstanding anything to the contrary inthe Plan, each individual employed by BCBSGA on May 31, 2001 who isan Employee on the Plan Merger Date will be eligible to participate in the Planon June 1, 2001, provided that he or she otherwise satisfies thePlan’s eligibility requirements.  In noevent will any such individual’s Salary Deferral Contribution election apply toCompensation earned prior to June 1, 2001.

 

1.02                           MatchingContributions.  For purposes ofdetermining the six percent (6%) limit on Matching Contributions, onlyCompensation that a Georgia Participant earns on and after the Plan Merger Datewhile eligible for Matching Contributions under the Plan will be taken intoaccount.

 

1.03                           Distributionon Disability.  If a GeorgiaParticipant becomes disabled (as defined under the Georgia Savings Program asin effect at May 31, 2001) while an Employee, he or she may withdrawthe portion of his or her Account attributable to benefits accrued under theGeorgia Savings Program prior to the Plan Merger Date in a lump sum.

 

1.04                           FullVesting.  Each Georgia Participantwho is an Employee as of the Plan Merger Date will be fully vested in his orher Account, including in the benefits accrued under the Georgia SavingsProgram.

 

1.05                           Restorationof Forfeitures.  If the nonvestedpart of a former Georgia Participant’s account was forfeited following adistribution of the vested part upon termination of employment prior to thePlan Merger Date, such nonvested part will be restored as follows.  If the former BCBSGA employee becomes anEligible Employee within the applicable time limit on or after the Plan MergerDate, and repays the amount of the prior distribution within the applicabletime limit, the nonvested part that was previously forfeited will be restored(without interest), and the entire account will be fully vested.  The former employee must become an EligibleEmployee before incurring five consecutive one-year breaks in service (asdetermined

 

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under the Georgia Savings Program as in effect atMay 31, 2001) and make the repayment within five years of the date ofhis or her employment as an Eligible Employee. If a former BCBSGA employee who terminated employment prior to the PlanMerger Date becomes an Eligible Employee prior to incurring five consecutiveone-year breaks-in-service, and did not receive a distribution at his or herprior termination of employment, any nonvested part of his or her Account thatwas previously forfeited will automatically be restored, and the entire Accountwill be fully vested.  Funds forrestoring forfeited amounts under this Section will be drawn from aspecial contribution to the Plan to be made by the appropriate ParticipatingCompany, as determined by the Committee. The special contribution will not be subject to the limitations underthe Internal Revenue Code Section 415.

 

1.06                           Useof Forfeitures.  Any forfeituresexisting under the Georgia Savings Program at the Plan Merger Date will beapplied against Matching Contributions.

 

1.07                           PreviousAuthorizations.  All distributions inprogress, outstanding loans and hardship distributions initiated under theGeorgia Savings Program, except as provided to the contrary in this Appendix,will be administered under the Plan as of the Plan Merger Date.

 

1.08                           SpecialEffective Dates.  The followingspecial effective dates apply to the provisions of the Georgia Savings Programas in effect prior to the merger:

 

(a)                                  EffectiveDecember 12, 1994, contributions and benefits with respect to qualifiedmilitary service are provided to the extent required by CodeSection 414(u) consistent with the Uniformed Services Employment andReemployment Rights Act of 1994.

 

(b)                                 EffectiveJanuary 1, 1998, the definition of “Section 415 Compensation” isexpanded to include elective contributions that are not includible in grossincome under Code Sections 125, 402(e)(3), 402(h) and 403(b) for all purposes,including Code Section 415 testing, consistent with the Small Business JobProtection Act of 1996.  Effective January 1,2001, Section 415 Compensation is further expanded to include electivesalary reductions not included in gross income under CodeSection 132(f)(4) consistent with the Community Renewal Tax Relief Act of2000.

 

(c)                                  Effectivefor Limitation Years beginning on and after January 1, 2000, the combinedlimit under Code Section 415(e) is eliminated consistent with the SmallBusiness Job Protection Act of 1996.

 

(d)                                 EffectiveJanuary 1, 1997, the return of excess contributions and excess aggregatecontributions to a Highly Compensated Employee is based on the amount of theEmployee’s contributions rather than his or her deferral or contributionpercentage consistent with the Small Business Job Protection Act of 1996.

 

(e)                                  EffectiveJanuary 1, 2000, an “eligible rollover distribution” does not include salarydeferral contributions distributed in a hardship distribution consistent withthe Restructuring and Reform Act of 1998.

 

(f)                                    Notwithstandinganything contrary in the Plan, including Appendix VIII, a Georgia Participantmay not defer payment of Plan benefits past his or her required beginning dateas modified by this subsection (f). If a Georgia Participant attains age 70-1/2 before January 1, 2002,or if the Participant is a 5% owner (within the meaning of CodeSection 416(i)), his or her required beginning date is April 1following the close of the calendar year in

 

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which the Participant attains age 70-1/2.  If a Participant who is not a 5% owner attains age 70-1/2 on orafter January 1, 2002, his or her required beginning date is April 1of the later of (i) the calendar year following the calendar year in which theParticipant attains age 70-1/2, or (ii) the calendar year following thecalendar year in which the Participant terminates employment.

 

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