**Exhibit10.11**

 

**DISTRIBUTION OPTION AMENDMENT**

**TO THE**

**WELLPOINT 401(k) RETIREMENT SAVINGS PLAN**

 

The WellPoint 401(k) Retirement Savings Plan, asamended through March 1, 2002, is hereby further amended effective asof the dates specified below to eliminate certain nonstandard distributionoptions.

 

1.               Section 1.08 ofAppendix IV:  Participation of UniCAREFinancial Corp. Employees is amended to read:

 

For purposes of this Appendix IV, Change Date meansDecember 1, 2003, provided that prior to September 1, 2003each affected Participant is furnished a summary of material modifications thatreflects the elimination of the annuity and installment distribution optionsfor UniCARE Amounts as applied to distribution elections with an effective dateon or after December 1, 2003.

 

2.               Section 1.07 ofAppendix V:  Participation of Cost CareInc. Employees is amended to read:

 

For purposes of this Appendix V, Change Date meansDecember 1, 2003, provided that prior to September 1, 2003each affected Participant is furnished a summary of material modifications thatreflects the elimination of the annuity distribution options for Cost CareAmounts as applied to distribution elections with an effective date on or afterDecember 1, 2003.

 

3.               Section 1.13 ofAppendix IX:  Merger of National CapitalPreferred Provider Organization, Inc. 401(k) Plan is amended to read:

 

For purposes of this Appendix IX, Change Date meansDecember 1, 2003, provided that prior to September 1, 2003each affected Participant is furnished a summary of material modifications thatreflects the elimination of the annuity distribution options for NCPPO Amountsas applied to distribution elections with an effective date on or afterDecember 1, 2003.

 

4.               Section 1.05 ofAppendix XIII: Special Provisions Applicable to HealthLink Employees is amendedto read:

 

1.05         Distribution Forms.  Prior to December 1, 2003, aHealthLink Employee may elect to receive the amount in his or her Accountattributable to assets transferred from the HealthLink Plan in a single sum paymentas described in Section 11.08 or in installments payable in cash or in kindover a period that does not exceed the life or life expectancy of theHealthLink Employee or the HealthLink Employee and his or her Beneficiary.  Effective December 1, 2003,

 

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the installment distribution option is eliminated,provided that prior to September 1, 2003 each affected HealthLinkEmployee is furnished a summary of material modifications that reflects theelimination of the installment distribution option as applied to suchtransferred amounts.  The elimination ofthe installment distribution option will not affect any installmentdistribution election with an effective date prior toDecember 1, 2003.

 

IN WITNESS WHEREOF, WellPoint Health Networks Inc. hascaused this Amendment to be executed this 24th day of July, 2003.

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

 

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