EXHIBIT 10.02

AMENDMENT NO. 4  TO THE  WELLPOINT HEALTH NETWORKS INC.  PENSION ACCUMULATION PLAN  (As Amended and Restated January 1, 1997)  (As Amended through October 1, 1997)

The WellPoint Health Networks Inc. Pension Accumulation Plan is amended as of June 1, 2001 as follows:

1.  Section 8.04(c)
requiring a one-year delay in payment of a single sum benefit to a Participant who terminates employment prior to age 55 will
cease to apply to a Participant who terminates employment on or after June 1, 2001.

2.  A
new Section 3.19 is added to Article III to read:



3.  "Appendix VI:
Participating Companies" is amended, effective as of June 1, 2001 to include Blue Cross and Blue Shield of Georgia, Inc.

4.  A
new Appendix VII: Special Provisions Applicable to Georgia Participants and Transition Participants is added effective June 1, 2001 at the end of
the Plan to read:

APPENDIX VII: SPECIAL PROVISIONS APPLICABLE TO GEORGIA
PARTICIPANTS AND TRANSITION PARTICIPANTS

The Non-Contributory Retirement Program for Certain Employees of Blue Cross and Blue Shield of Georgia, Inc. (the "Georgia Retirement
Program") is merged into the Plan effective as of 11:59 p.m. on May 31, 2001. Assets and liabilities of the Georgia Retirement Program, together with the assets and liabilities of this
Plan, constitute a single plan within the meaning of Code Section 414(l) as of June 1, 2001. Unless otherwise expressly provided herein, the rights and benefits of a participant in the
Georgia Retirement Program who ceased to be an employee of Blue Cross and Blue Shield of Georgia, Inc. ("BCBSGA") on or prior to May 31, 2001 are determined in accordance with the
applicable provisions of the Georgia Retirement Program in effect prior to June 1, 2001. References in the Plan to "Participant" as defined in Article II include each individual with an
interest in the Georgia Retirement Program on May 31, 2001 who has an interest in the Plan on June 1, 2001 without regard to whether the individual is a former Employee. This
Appendix VII is designed to preserve under the Plan any benefits that were accrued under the Georgia Retirement Program prior to June 1, 2001 to the extent such benefits are protected
under Code Section 411(d)(6). The provisions of the Plan apply to the benefits of employees and former employees of BCBSGA described in this Appendix subject to the prior sentence and except to
the extent modified by the terms of this Appendix. In the event of a conflict, the provisions of this Appendix will control.

Section 1.01.Definitions. The following definitions apply to this Appendix VII:



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Section 1.02.Eligibility.



Section 1.03.Benefit Accrual. A Georgia Participant other than a Transition Participant will begin accruing
benefits under the cash benefit formula in Section 8.01 of the Plan as of the Plan Merger Date. A Transition Participant will continue accruing benefits under the Georgia Benefit Formula
described in Section 1.05 of this Appendix through the Transition End Date. A Transition Participant who continues as an Eligible Employee after the Transition End Date will begin accruing
benefits under the cash benefit formula in Section 8.01 immediately following the Transition End Date.

Section 1.04.Service Credit. Service recognized under the Georgia Retirement Program for eligibility and
vesting purposes as of the Plan Merger Date will be taken into account for the same purposes under the Plan. The sum of a Georgia Participant's or a Transition Participant's Credited Service and years
of Benefit Service (if any) will be taken into account for purposes of determining the rate at which his or her Annuity Credits accrue under the cash benefit formula in Section 8.01 of the
Plan. Hours of Service completed by a Georgia Participant or a Transition Participant in the period beginning January 1, 2001 and ending May 31, 2001 will be taken into account for
purposes of determining whether such individual
will accrue a benefit under Section 8.01(a) of the Plan for the 2001 Plan Year (or hypothetical benefit in the case of a Transition Participant), but the amount of any such benefit will be
based only on Compensation accrued by such individual while a Participant in the Plan.

Section 1.05.Georgia Benefit Formula. The Georgia Benefit of a Georgia Participant or a Transition Participant
is a single life annuity payable over the life of the participant in monthly installments commencing at the participant's Normal Retirement Date determined under the following formula:



Section 1.06.Retirement Benefit. If a Georgia Participant or a Transition Participant elects to receive his or
her Georgia Benefit at or after attaining age 62, the amount of the benefit will not be

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reduced for early retirement. If a Georgia Participant or Transition Participant elects to receive his or her Georgia Benefit prior to attaining age 62, the following reduction factors will apply:

Age When Early Retirement
Benefit Payments Begin

Percentage of Program
Formula Benefit62

100
%61

97
%60

94
%59

91
%58

88
%57

85
%56

82
%55

79
%


The
applicable percentage of the Georgia Retirement Program benefit shown above will be interpolated to the nearest month for ages between the ages shown.

A
Georgia Participant or Transition Participant is not eligible to receive his or her Georgia Benefit prior to attaining age 55.

Section 1.07.Vesting. A Georgia Participant's Georgia Benefit will vest as provided in Article VI of the
Plan. Thus, if a Georgia Participant was hired after attaining age 60, he or she will vest at his or her Normal Retirement Date as defined in Section 2.23 rather than after completion of five
years of Vesting Service or five years of participation in the Georgia Retirement Program and the Plan.

Section 1.08.Distributions.



Section 1.09.Death Benefits Attributable to Georgia Benefit.



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Section 1.10.Conversion Factors. For purposes of determining the present value of a Georgia Participant's or
Transition Participant's Georgia Benefit payable as a lump sum, the following factors will be used:



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IN
WITNESS WHEREOF, WellPoint Health Networks Inc. caused this Amendment to be executed this 8th day of May, 2001.

| |  | WELLPOINT HEALTH NETWORKS INC.
| |  | ------------------------------
| |  | By:                           

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