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                                                                   EXHIBIT 10.02

                                 AMENDMENT NO. 5

                                     TO THE

                    WELLPOINT 401(k) RETIREMENT SAVINGS PLAN

     The WellPoint 401(k) Retirement Savings Plan (the "Plan"), as originally
effective as of July 1, 1992, and as most recently restated in its entirety
effective as of January 1, 1997 is hereby further amended, effective as of
August 1, 1999, except where a different effective date is specifically provided
as follows:

     1.   APPENDIX VIII IS HEREBY ADDED IN ITS ENTIRETY, TO READ AS FOLLOWS:

                     APPENDIX VIII: DISTRIBUTION PROVISIONS

          The information contained in this Appendix is consistent with the
          Plan's distribution provisions, and is generally required by law to be
          explicitly stated in the Plan.

               1.01 INCORPORATION BY REFERENCE OF 401(a)(9) REGULATIONS.
          Effective January 1, 1985, distributions will be made in accordance
          with the Regulations under Code Section 401(a)(9), including the
          minimum distribution incidental benefit requirement of Code Section
          401(a)(9)(G).

               1.02 REQUIRED BEGINNING DATE. Notwithstanding anything contrary
          in the Plan, a Participant may not defer payment of Plan benefits past
          his or her required beginning date. If a Participant attains age
          70-1/2 before January 1, 2000, or if the Participant is a 5% owner
          (within the meaning of Code Section 416(i)), his or her required
          beginning date is April 1 following the close of the calendar year in
          which the Participant attains age 70-1/2. If a Participant 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) the calendar year following the
          calendar year in which the Participant attains age 70-1/2, or (ii) the
          calendar year following the calendar year in which Participant
          terminates employment.

               1.03 FORM. Except with respect to the UniCARE Amount, Cost Care
          Amount and NCPPO Amount, a Participant's Plan benefits will be
          distributed in a single sum at the Participant's required beginning
          date if the Participant has not made a prior valid election to receive
          his or her benefits at an earlier distribution date. If the
          Participant's required beginning date occurs prior to his or her
          termination of employment, any benefits accrued during the Plan Year
          in which his or her required beginning date occurs, or any later year,
          shall be distributed to the Participant no later than last day of the
          following calendar year.

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               Any UniCARE Amounts, Cost Care Amounts or NCPPO Amounts will be
          distributed to the Participant in the annuity contract form described
          in the applicable Appendix unless the Participant makes a valid
          election to receive an alternative form under the required procedures,
          provided, however, that the annual payment under the alternative form
          must be not less than the 401(a)(9) amount described below.

               1.04 401(a)(9) AMOUNT FOR PARTICIPANTS. The minimum required
          distribution for each calendar year ("401(a)(9) amount"), starting
          with the calendar year preceding the calendar year in which the
          Participant's required beginning date occurs, as applied to a UniCARE
          Amount, Cost Care Amount or NCPPO Amount is determined by dividing the
          Participant's UniCARE Amount, Cost Care Amount or NCPPO Amount, as
          applicable, valued at the last day of the year, by the remaining life
          expectancy of the Participant. The life expectancy will not be
          recalculated. A new Annuity Starting Date will apply upon the
          occurrence of a standard distribution event under the Plan (E.G., the
          Participant's termination of employment or the termination of the
          Plan), and the Participant's subsequent Plan benefits will be
          redetermined to reflect prior benefit payments.

               1.05 BENEFICIARY DISTRIBUTIONS.

                    (a)  DEATH BEFORE REQUIRED BEGINNING DATE. If the
               Participant dies before his or her required beginning date,
               distribution of the Participant's entire Account, other than any
               UniCARE Amount, Cost Care Amount and NCPPO Amount will be
               completed by December 31 of the calendar year containing the
               fifth anniversary of the Participant's death. With respect to any
               UniCARE Amount, Cost Care Amount and NCPPO Amount, distribution
               shall be made consistent with the preceding sentence except to
               the extent that the Beneficiary makes an election in accordance
               with the following paragraphs:

                         (i)  DESIGNATED BENEFICIARY. If any portion of the
                    Participant's UniCARE Amount, Cost Care Amount and NCPPO
                    Amount is payable to a designated Beneficiary, distributions
                    may be made for a period certain not greater than the life
                    expectancy of the designated Beneficiary commencing on or
                    before December 31 of the calendar year immediately
                    following the calendar year in which the Participant died.

                         (ii) SURVIVING SPOUSE. If the designated Beneficiary is
                    the Participant's surviving spouse, the date that
                    distributions payable for a period certain not greater than
                    the life expectancy of the Participant's surviving

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                    spouse are required to begin to the Participant's surviving
                    spouse shall not be earlier than the later of December 31
                    of the calendar year immediately following the calendar year
                    in which the Participant died, and December 31 of the
                    calendar year in which the Participant would have attained
                    age 70-1/2.

                         (iii) DEATH OF SPOUSE. If the surviving spouse dies
                    after the Participant, but before payments to the spouse
                    begin, the provisions of this subsection, with the exception
                    of paragraph (ii), shall be applied as if the surviving
                    spouse were the Participant.

                    (b)  DEATH AFTER REQUIRED BEGINNING DATE. If a Participant
               dies after the Participant's required beginning date, any
               remaining Plan benefits attributable to the Participant's UniCARE
               Amount, Cost Care Amount and NCPPO Amount will continue to be
               distributed at least as rapidly as under the method of
               distribution in effect before the Participant's death.

               1.06 TIMING. Subject to Regulation 1.411(a)-11(c)(7) and the
          provisions of this Plan, benefits of a former Participant shall become
          payable no later than 60 days after the last to occur of (a) the last
          day of the Plan Year in which the Participant attains age 65, (b) the
          last day of the Plan 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 the Participant commenced participation
          in the Plan.

     2.   APPENDIX IX IS HEREBY ADDED IN ITS ENTIRETY, TO READ AS FOLLOWS:

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

     The National Capital Preferred Provider Organization, Inc. 401(k) Plan (the
     "NCPPO Plan") is merged with and into the Plan effective as of June 1, 1999
     (the "Merger Date"). The merger of the Plan and NCPPO 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 a
          participant in the NCPPO Plan on May 31, 1999 will be eligible to
          participate in the Plan in accordance with the provisions in Article
          IV.

               1.02 TRANSFER OF ACCOUNT BALANCES. The account balances of each
          participant (including former and active employees of NCPPO) in the
          NCPPO Plan (each an "NCPPO Participant") will be transferred to the

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          Plan through a direct transfer from the trust fund of the NCPPO Plan
          to the Trust Fund for the Plan on the Merger Date and will be held on
          behalf of the NCPPO Participants. References in the Plan to
          "Participant" shall include any NCPPO Participant who ceased to be an
          employee of NCPPO before the Merger Date. The rights and benefits of
          such an individual will be determined in accordance with the
          provisions of the NCPPO Plan in effect on the date on which such NCPPO
          Participant ceased to be an NCPPO employee. Such rights and benefits
          also will be subject to any provisions of the Plan that are
          specifically made effective to such date.

               1.03 AMOUNT OF ACCOUNT. The account balance maintained for each
          NCPPO Participant immediately prior to the Merger Date shall be
          credited to the Account maintained for such individual under the Plan
          immediately after the Merger Date.

               1.04 PROTECTED BENEFITS. The terms and provisions of the Plan
          will govern the rights, benefits and entitlements of all Participants
          and any other individuals who have an interest in an Account under the
          Plan. The terms and provisions of the NCPPO Plan are extinguished and
          will cease to have any force or effect as of the Merger Date. However,
          this Appendix IX is designed to preserve under the Plan any benefits
          that were accrued under the NCPPO Plan prior to the Merger Date to the
          extent such benefits are protected under Code Section 411(d)(6)
          (`Protected Benefits'). Consequently, this Appendix IX is applicable
          only to assets (adjusted for future gains, losses, expenses and
          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 Appendix are to
          that Participant's NCPPO Amount as of the most recent Valuation Date.
          The following benefits, rights and features are Protected Benefits
          with respect to NCPPO Amounts:

                    (a)  An NCPPO Participant's right to withdraw amounts
               attributable to his or her after-tax contributions, subject to
               distribution provisions in Section 1.09 below.

                    (b)  The automatic and optional distribution forms of
               benefit specified below in Section 1.09 below.

               1.05 IMMEDIATE VESTING. An NCPPO Participant's NCPPO Amount will
          be fully vested at the Merger Date to the extent not previously
          vested.

               1.06 INVESTMENT OF ACCOUNT BALANCE. The account balances
          transferred from the NCPPO Plan to the Plan will be invested in such
          Fund or Funds as the Committee deems appropriate. Following
          reconciliation of the transferred account balances, the NCPPO Amount

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          will be invested in accordance with each Participant's investment
          directive.

               1.07 SERVICE CREDIT. Service recognized under the NCPPO Plan will
          not be taken into account for purposes of determining whether a NCPPO
          Participant is eligible for the Grandfathered Match that was
          implemented in 1997.

               1.08 PREVIOUS AUTHORIZATIONS. All distributions in progress,
          outstanding loans, beneficiary designations and qualified domestic
          relations orders under the NCPPO Plan, except as provided to the
          contrary in this Appendix will be effective under the Plan as of the
          Merger Date until such time as such distributions in progress,
          outstanding loans, beneficiary designations and qualified domestic
          relations orders shall be made under the Plan for NCPPO Participants.

               1.09 DISTRIBUTIONS.

                    (a)  GENERAL PLAN PROVISIONS. A NCPPO Participant may elect
               to receive his or her NCPPO Amount pursuant to the withdrawal or
               the distribution provisions (E.G., a single sum) generally
               applicable to assets held under the Plan.

                    (b)  ANNUITY OPTIONS. A NCPPO Participant may elect to have
               her NCPPO Amount used to purchase a nontransferrable annuity
               contract that will be distributed to the Participant in full
               satisfaction of all Plan obligations to the Participant and the
               Participant's Beneficiaries with regard to the Participant's
               NCPPO Amount. A Participant who makes such an election will be
               subject to the Notice and Waiver Provisions contained in Section
               1.10 of this Appendix and to the following additional
               requirements.

                         (i)  NORMAL FORM. If the Participant is not married on
                    his or her Annuity Starting Date, the Participant's Normal
                    Form will be a single life annuity with an installment
                    refund. If the Participant is married on his or her Annuity
                    Starting Date, the Participant's Normal Form will be an
                    immediate annuity for the life of the Participant with a
                    survivor annuity for the life the Participant's spouse
                    (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 the Participant and the
                    Participant's spouse.

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

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

                              (B)  a straight life annuity;

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

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

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

               1.10 NOTICE AND WAIVER PROVISIONS. Subject to the "Special Waiver
          of 30-Day Requirement" rules in Article XI of this Plan, the following
          provisions are applicable to distributions and withdrawals described
          in Section 1.10(b) and Section 1.11(a) of this Appendix.

                    (a)  NOTICE. No less than 30 days and no more than 90 days
               before the Annuity Starting Date, the Committee will provide the
               Participant, or the Participant's surviving spouse, as the case
               may be, with a written explanation 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 the Participant's
               spouse (if any) to approve a Participant's waiver, the right to
               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 Annuity Starting Date. The Participant, or the Participant's
               surviving spouse, as the case may be, may revoke or change a
               waiver at any time before the Annuity Starting Date by delivering
               a subsequent form to the Committee that satisfies the Plan's
               waiver procedures.

                    (c)  ADDITIONAL CONDITIONS APPLICABLE TO MARRIED
               PARTICIPANTS.

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                         (i)  WAIVER. A Participant's spouse must waive any
                    rights to the Participant's Normal Form in a document
                    prepared by and delivered to the Committee, that
                    acknowledges the effect of the waiver, and that is witnessed
                    by a notary public. In the waiver, the Participant's spouse
                    must either consent to the specific non-spouse Beneficiary
                    or Beneficiaries named by the Participant, and the optional
                    form of benefit selected by the Participant, or acknowledge
                    that the surviving spouse had the right to limit consent
                    only to a specific non-spouse Beneficiary or Beneficiaries,
                    and to a specific optional form of benefit, and that the
                    surviving spouse voluntarily elected to relinquish that
                    right.

                         (ii) CONSENT UNNECESSARY. If the Participant is legally
                    separated or abandoned (within the meaning of local law) and
                    the Participant has a court order to that effect (and there
                    are no Qualified Domestic Relations Orders as defined in
                    Code Section 414(p) that provide otherwise), or the spouse
                    cannot be located, then the waiver described in the
                    preceding paragraph need not be filed with the Committee
                    when a married Participant elects an optional form of
                    benefit.

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

               1.11 DEATH BENEFITS. Subject to the requirements of Code
          Section 401(a)(9), the following death benefit provisions apply to
          NCPPO Amounts.

                    (a)  MARRIED PARTICIPANT WHO ELECTED AN ANNUITY. If a
               married Participant properly elects an annuity pursuant to 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 as administratively
               possible after the Participant's spouse requests purchase of such
               an annuity. Pursuant to the Notice provisions of Sections 1.10(a)
               and (b) of this Appendix, the Participant's surviving spouse may
               elect to receive the Participant's NCPPO Amount pursuant to the
               distribution provisions generally applicable to assets held under
               the Plan instead of in the Normal Form of a single life annuity
               with an installment refund.

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                    (b)  UNMARRIED PARTICIPANT. If an unmarried Participant dies
               before his or her Annuity Starting Date, the Participant's NCPPO
               Amount will be distributed pursuant to the distribution
               provisions generally applicable to assets held under the Plan and
               neither the annuity nor the installment provisions of this
               Appendix will not apply.

                    (c)  MARRIED PARTICIPANT WHO DID NOT ELECT AN ANNUITY. If a
               married Participant who did not properly elect an annuity
               pursuant to the terms of this Appendix dies before his or her
               Annuity Starting Date, the Participant's NCPPO Amount will be
               distributed pursuant to the distribution provisions generally
               applicable to assets held under the Plan and neither the annuity
               nor the installment provisions of this Appendix will apply.

               1.12 LOANS. A Participant must obtain the consent of his or her
          spouse to a loan from the Plan to the extent the loan is secured by
          the Participant's NCPPO Amount. The spouse's consent must be provided
          as described in Section 1.10(c) above.

     3.   APPENDIX VII: PARTICIPATING COMPANIES IS HEREBY AMENDED TO ADD
"NATIONAL CAPITAL PREFERRED PROVIDER ORGANIZATION, INC." AT THE END EFFECTIVE AS
OF JUNE 1, 1999.

     4.   EXCEPT AS MODIFIED BY THIS AMENDMENT NO. 5 (WHICH CORRECTS THE PRIOR
NUMERICAL DESIGNATION), ALL THE TERMS AND PROVISIONS OF THE PLAN, AS PREVIOUSLY
RESTATED AND SUBSEQUENTLY AMENDED, SHALL CONTINUE IN FULL FORCE AND EFFECT.

     IN WITNESS WHEREOF, Wellpoint Health Networks, Inc. has caused this
instrument to be executed on its behalf by its duly authorized officer,
effective as of the date first written above.

                                 WELLPOINT HEALTH NETWORKS, INC.



                                 BY: /s/ J. THOMAS VAN BERKEM
                                     -----------------------------------------

                                 TITLE: Senior Vice President, Human Resources
                                        --------------------------------------


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