**Exhibit10.01**

 

**AMENDMENTTO THE**

**WELLPOINT401(k) RETIREMENT SAVINGS PLAN**

 

The WellPoint 401(k)Retirement Savings Plan, as amended through March 1, 2002 and subsequentlyamended, is hereby further amended, as follows:

 

1.                                       EffectiveJanuary 1, 2004, the introductory clause of Section 2.09 is revised to read asfollows:

 

“Compensation”means all regular base earning paid by a Participating Company to an EligibleEmployee.

 

2.                                       EffectiveJanuary 1, 2004, Section 2.09(a)(5) is amended in its entirety to read as follows:

 

(5)                                  salescommissions (other than sales commissions paid by a Participating Company afterthe Participant’s termination of employment);

 

3.                                       EffectiveJanuary 1, 2004, Section 2.09(a)(8) is amended in its entirety to read asfollows:

 

(8)                                  allbonuses (other than (i) starting bonuses; and (ii) retention or stay bonusespaid by a Participating Company after the Participant’s termination ofemployment) and incentive payments (other than Instabucks); and

 

4.                                       Section2.09(c) is revised in its entirety to read as follows:

 

(c)                                  Areference to Compensation excludes the following items:

 

(1)                                  Payin lieu of vacation days or pay in lieu of any category of paid time off thatis unused at a Participant’s termination of employment; and

 

(2)                                  Anyamount paid to a Participant after the Participant’s termination of employment,regardless of whether such amount is included in the reference to Compensationunder Section 2.09(a).

 

5.                                       SectionJanuary 1, 2004, Section 2.20 is revised in its entirety to read as follows:

 

“Participant” means (i)an Eligible Employee who becomes a Participant under Article IV or Article V,(ii) an individual not described in clause (i) who had an Account balance inanother tax-qualified retirement plan as of the date such plan is merged with thePlan, (iii) an Employee of an Affiliated Company that is not a ParticipatingCompany who receives an allocation of a Bonus Contribution as

 

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described in Section5.10, and (iv) an Eligible Employee who receives an allocation of a ProfitSharing Contribution under an Appendix to the Plan.

 

6.                                       EffectiveJanuary 1, 2004, Section 4.02 is revised in its entirety to read as follows:

 

Notwithstanding anyprovision to the contrary, if an Employee is not an Eligible Employee on thedate that he or she has satisfied the applicable participation requirements setforth in Section 4.01, such Employee cannot make a Salary Deferral Contributionelection to become a Participant until the first day of the calendar monthcoincident with or next following the calendar month in which the Employeeperforms a Hour of Service as an Eligible Employee.  If an Employee who became a Participantceases to be an Eligible Employee and later becomes an Eligible Employee, suchEmployee may make a Salary Deferral Contribution election to resume Participantstatus on the first day of the calendar month coincident with or next followingthe calendar month in which the Employee performs a Hour of Service as anEligible Employee.

 

7.                                       EffectiveJanuary 1, 2004, the introductory paragraph of Section 5.01 is revised in itsentirety to read as follows:

 

An Eligible Employee whohas elected to become a Participant under Article IV may elect to have aParticipating Company reduce the amount of his or her Compensation received foreach payroll period on or after the effective date of such election by anamount equal to from 1% to 50% and to have that amount contributed to the Planas a Salary Deferral Contribution on his or her behalf.  No Salary Deferral Contribution can be madefrom amounts paid by a Participating Company to a Participant after theParticipant’s termination of employment, in accordance with Section2.9(c).  In no event will a Participant’stotal Salary Deferral Contribution for a Plan Year exceed the indexed limitdetermined under Code Section 402(g).  AParticipant may initiate or change the percentage of Salary DeferralContribution (in 1% increments) by submitting a notice to the Committee thatsatisfies such requirements as the Committee shall determine.  In no event will a Participant’s SalaryDeferral Contribution for a Plan Year exceed an amount equal to theParticipant’s Deferral Rate times the 401(a)(7) Limit in effect for the PlanYear.  The Committee will implement theParticipant’s Salary Deferral Contribution election as soon as administrativelypracticable.

 

7.                                       EffectiveJuly 1, 2004, Section 11.01 is amended by the addition of the followingsentence at the end thereof:

 

Notwithstanding anyprovision to the contrary, the merger of the Company, Anthem, Inc., and AnthemHolding Corp. , in accordance with the Agreement and Plan of Merger dated as ofOctober 26, 2003 among Anthem, Inc., Anthem Holding Corp. and WellPoint HealthNetworks Inc. (“Merger Agreement”) will not, in and of itself, constitute aseverance from employment from the Company 

 

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or a ParticipatingCompany and, thus, a Participant’s benefits will not become distributable asthe result of the Closing (as defined in the Merger Agreement).

 

IN WITNESS WHEREOF, WellPoint Health Networks Inc. hascaused this Amendment to be executed this 9th day of July 2004.

 

WELLPOINT HEALTH NETWORKSINC.

 

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

 

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