**Exhibit 10.02**

 

**FIRST AMENDMENTTO FIVE YEAR CREDIT AGREEMENT**

 

**THIS FIRST AMENDMENT TO FIVE YEAR CREDIT AGREEMENT**(this“Amendment”), dated as of March 28, 2003, is entered into among **WELLPOINTHEALTH NETWORKS INC.**, a Delaware corporation (the “Borrower”),the Lenders identified on the signature pages hereto (the “Lenders”), **BANK OFAMERICA, N.A.**, as administrative agent for the Lenders (in suchcapacity, the “Administrative Agent”) and **JPMORGAN CHASE BANK**, assyndication agent (in such capacity, the “Syndication Agent”).  Terms used but not otherwise defined hereinshall have the meanings provided in the Existing Credit Agreement describedbelow.

 

 

**W I T N E S S E T H**

 

**WHEREAS**, theBorrower, the Lenders party thereto, the Administrative Agent and the SyndicationAgent entered into that certain Credit Agreement, dated as of March 30, 2001 (the“Existing Credit Agreement”);

 

**WHEREAS**, the Borrower has requested, andthe Required Lenders (on behalf of the Lenders) have agreed, to amend theExisting Credit Agreement as provided herein;

 

**NOW, THEREFORE**, in consideration of theagreements hereinafter set forth, and for other good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, theparties hereto agree as follows:

 

**PART 1**

**DEFINITIONS**

 

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

 

“Amended CreditAgreement” means the Existing Credit Agreement as amended hereby.

 

“Amendment No. 1Effective Date” is defined in Subpart 3.1.

 

**SUBPART 1.2**  Other Definitions. Unless otherwise defined herein or the context otherwise requires, termsused in this Amendment, including its preamble and recitals, have the meaningsprovided in the Existing Credit Agreement.

 

**PART 2**

**AMENDMENTS TO EXISTING CREDITAGREEMENT**

 

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

 

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**SUBPART 2.1 **Amendmentto Section 3.10.  Section 3.10of the Existing Credit Agreement is hereby amended and restated in its entirelyas follows:

 

## **Section 3.10   ERISA.**

 

No ERISA Event has occurred or is reasonably expectedto occur that, when taken together with all other such ERISA Events for whichliability is reasonably expected to occur, could reasonably be expected toresult in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan(based on the assumptions used for purposes of Statement of FinancialAccounting Standards No. 87) did not, as of the date of the most recentfinancial statements reflecting such amounts, exceed by more than $100,000,000the fair market value of the assets of such Plan, and the present value of allaccumulated benefit obligations of all underfunded Plans (based on theassumptions used for purposes of Statement of Financial Accounting StandardsNo. 87) did not, as of the date of the most recent financial statementsreflecting such amounts, exceed by more than $100,000,000 the fair market valueof the assets of all such underfunded Plans.

 

 

**PART 3**

**CONDITIONS TO EFFECTIVENESS**

 

**SUBPART 3.1**  Amendment No. 1 Effective Date.  This Amendment shall be and become effective as of the datehereof (the “Amendment No. 1 Effective Date”) when all of the conditionsset forth in this Part 3 shall have been satisfied, and thereafter thisAmendment shall be known, and may be referred to, as the “Amendment”.

 

**SUBPART 3.2 **Executionof Counterparts of Amendment.  TheAdministrative Agent shall have received counterparts of this Amendment, whichcollectively shall have been duly executed on behalf of each of the Borrower,the Lenders, the Administrative Agent and the Syndication Agent.

 

**SUBPART 3.4**  Other Items.  TheAdministrative Agent shall have received such other documents, agreements orinformation that may be reasonably requested by the Administrative Agent.

 

**PART 4**

**MISCELLANEOUS**

 

**SUBPART 4.1**  Representations and Warranties.  The Borrower hereby represents and warrants to the AdministrativeAgent and the Lenders that, after giving effect to this Amendment, (a) noDefault or Event of Default exists under the Amended Credit Agreement and (b)the representations and warranties set forth in Section 3 of the ExistingCredit Agreement are, subject to the limitations set forth therein, true andcorrect in all material respects as of the date hereof (except for those whichexpressly relate to an earlier date).

 

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

 

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

 

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

 

**SUBPART 4.5 **Referencesin Other Credit Documents.  At suchtime as this Amendment shall become effective pursuant to the terms of Subpart3.1, all references to the “Credit Agreement” in the Existing CreditAgreement shall be deemed to refer to the Existing Credit Agreement as amendedby this Amendment.

 

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

 

**SUBPART 4.7**  Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNEDBY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICEOF LAW AND CONFLICTS OF LAW RULES).

 

**SUBPART 4.8**  Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of theparties hereto and their respective successors and assigns.

 

**SUBPART 4.9**  General.  Except asamended hereby, the Existing Credit Agreement and all other Credit Documentsshall continue in full force and effect.

 

[Remainder of Page Intentionally Left Blank]

 

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

 

 
| **BORROWER**:             |   | **WELLPOINT HEALTH NETWORKS INC.,**a Delaware corporation |
|---------------------------|--------|-----------------------------------------------------------|
|                      |   |                                                      |   |
|                      |   | By:                                                       | /s/  R.DAVID KRETSCHMER |
|                      |   | Name:                                                     | R.David  Kretschmer |
|                      |   | Title:                                                    | Vice  President and Treasurer |
|                      |   |                                                      |   |
| **ADMINISTRATIVE AGENT**: |   | **BANK OF AMERICA, N.A.**                                 |
|                      |   |                                                      |   |
|                      |   | By:                                                       | /s/  KEVIN L. AHART |
|                      |   | Name:                                                     | Kevin  L. Ahart |
|                      |   | Title:                                                    | Assistant  Vice President |
|                      |   |                                                      |   |
| **SYNDICATION AGENT**:    |   | **JPMORGAN CHASE BANK**                                   |
|                      |   |                                                      |   |
|                      |   | By:                                                       | /s/  JAMES ELY III |
|                      |   | Name:                                                     | James  S. Ely III |
|                      |   | Title:                                                    | Managing  Director |
|                      |   |                                                      |   |
|                      |   | **BANK OF AMERICA, N.A.**                                 |
|                      |   |                                                      |   |
|                      |   | By:                                                       | /s/ JOSEPH L. CORAH |
|                      |   | Name:                                                     | Joseph L. Corah |
|                      |   | Title:                                                    | Principal |
|                      |   |                                                      |   |
|                      |   | **BANK  ONE, N.A.**                                       |
|                      |   |                                                      |
|                      |   | By:                                                       | /s/ CARRIE GOLDMAN  SEGALL |
|                      |   | Name:                                                     | Carrie Goldman Segall |
|                      |   | Title:                                                    | Associate Director |
|                      |   |                                                      |   |
|                      |   | **JPMORGAN CHASE BANK**                                   |
|                      |   |                                                      |   |
|                      |   | By:                                                       | /s/  JAMES ELY III |
|                      |   | Name:                                                     | James  Ely III |
|                      |   | Title:                                                    | Managing  Director |
|                      |   |                                                      |   |
|                      |   | **CITICORP  USA, INC.**                                   |
|                      |   |                                                      |   |
|                      |   | By:                                                       | /s/ PETER C. BICKFORD |
|                      |   | Name:                                                     | Peter C. Bickford |
|                      |   | Title:                                                    | Vice President |
|                      |   |                                                      |   |

 

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|   |   | **MELLON BANK, N.A.**                                  |
|--------|--------|--------------------------------------------------------|
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ MARSHA WICKER |
|   |   | Name:                                                  | Marsha Wicker |
|   |   | Title:                                                 | Vice President |
|   |   |                                                   |   |
|   |   | **CREDIT SUISSE FIRST BOSTON,  CAYMAN ISLANDS BRANCH** |
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ CHRISTOPHER LALLY |
|   |   | Name:                                                  | Christopher Lally |
|   |   | Title:                                                 | Vice President |
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ JENNIFER PIEZA |
|   |   | Name:                                                  | Jennifer Pieza |
|   |   | Title:                                                 | Associate |
|   |   |                                                   |   |
|   |   | **THE BANK OF NEW YORK**                               |
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ REBECCA K. LEVINE |
|   |   | Name:                                                  | Rebecca K. Levine |
|   |   | Title:                                                 | Vice President |
|   |   |                                                   |   |
|   |   | **SUNTRUST BANK**                                      |
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ W. BROOKS HUBBARD |
|   |   | Name:                                                  | W. Brooks Hubbard |
|   |   | Title:                                                 | Director |
|   |   |                                                   |   |
|   |   | **UBS  AG, CAYMAN ISLANDS BRANCH**                     |
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ WILFORD V. SAINT |
|   |   | Name:                                                  | Wilford V. Saint |
|   |   | Title:                                                 | Associate Director |
|   |   |                                                   | Banking Products  Services, US |
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ THOMAS R. SALZANO |
|   |   | Name:                                                  | Thomas R. Salzano |
|   |   | Title:                                                 | Director |
|   |   |                                                   | Banking Products  Services, US |
|   |   |                                                   |   |
|   |   | **DEUTSCHE BANK AG NEW YORK BRANCH**                   |
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ SCOTTYE LINDSEY |
|   |   | Name:                                                  | Scottye Lindsey |
|   |   | Title:                                                 | Vice President |

 

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|   |   | **LEHMAN COMMERCIAL PAPER INC.**         |
|--------|--------|------------------------------------------|
|   |   |                                     |   |
|   |   | By:                                      | /s/ SUZANNE FLYNN |
|   |   | Name:                                    | Suzanne Flynn |
|   |   | Title:                                   | Authorized Signatory |
|   |   |                                     |   |
|   |   | **WACHOVIA BANK, NATIONAL  ASSOCIATION** |
|   |   |                                     |   |
|   |   | By:                                      | /s/ KIMBERLY SHELTON |
|   |   | Name:                                    | Kimberly Shelton |
|   |   | Title:                                   | Director |
|   |   |                                     |   |
|   |   | **FLEET NATIONAL BANK**                  |
|   |   |                                     |   |
|   |   | By:                                      | /s/ THOMAS F. FARLEY,  JR. |
|   |   | Name:                                    | Thomas F. Farley, Jr. |
|   |   | Title:                                   | Group Executive |
|   |   |                                     |   |
|   |   | **BNP  PARIBAS**                         |
|   |   |                                     |   |
|   |   | By:                                      | /s/ PIERRE NICHOLAS  ROGERS |
|   |   | Name:                                    | Pierre Nicholas Rogers |
|   |   | Title:                                   | Managing Director |
|   |   |                                     |   |
|   |   | By:                                      | /s/ JAMES F. MCCANN |
|   |   | Name:                                    | James F. McCann |
|   |   | Title:                                   | Director |
|   |   |                                     |   |
|   |   | **SUMITOMO MITSUI BANKING  CORPORATION** |
|   |   |                                     |   |
|   |   | By:                                      | /s/ AL GALLUZZO |
|   |   | Name:                                    | Al Galluzzo |
|   |   | Title:                                   | Senior Vice President |
|   |   |                                     |   |
|   |   | **SOCIETE  GENERALE**                    |
|   |   |                                     |   |
|   |   | By:                                      | /s/ RICHARD BERNAL |
|   |   | Name:                                    | Richard Bernal |
|   |   | Title:                                   | Director |
|   |   |                                     |   |
|   |   | **CREDIT  LYONNAIS NEW YORK BRANCH**     |
|   |   |                                     |   |
|   |   | By:                                      | /s/ CHARLES HEIDEIECK |
|   |   | Name:                                    | Charles Heideieck |
|   |   | Title:                                   | Senior Vice President |

 

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|   |   | **BANCA DI ROMA**                                      |
|--------|--------|--------------------------------------------------------|
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ LUCA BALESTRA |
|   |   | Name:                                                  | Luca Balestra |
|   |   | Title:                                                 | Senior Vice President  and Manager |
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ RICHARD DIETZ |
|   |   | Name:                                                  | Richard Dietz |
|   |   | Title:                                                 | Vice President |
|   |   |                                                   |   |
|   |   | **THE BANK OF TOKYO-MITSUBISHI LTD.,  SEATTLE BRANCH** |
|   |   |                                                   |   |
|   |   | By:                                                    | /s/ KOSUKE TAKAHASHI |
|   |   | Name:                                                  | Kosuke Takahashi |
|   |   | Title:                                                 | Vice President |

 

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