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                                                                   Exhibit 10.18

                   ANTHEM 2001-2003 LONG-TERM INCENTIVE PLAN


                                 PLAN DOCUMENT


                           Effective January 1, 2001
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I.  Plan Purpose

     The Anthem 2001-2003 Long-Term Incentive Plan (the "Plan") is intended to
     benefit Anthem Insurance Companies, Inc. (the "Company") by rewarding
     executives who, the Company determines, materially contribute to the
     Company's achievement of its strategic objectives. The Plan, by providing
     executives an opportunity to earn long-term incentive compensation based
     upon the Company achievement of its long-term strategic goals, is designed
     to align executive interests with owners' interests, recognize team
     achievement and facilitate attracting, motivating and retaining key
     executives of the highest caliber.

II.  Definitions

     Except as otherwise specified or as the context may otherwise require, the
     following terms have the meanings indicated below for the purposes of this
     Plan:

     Approved Retirement means a retirement that has been approved by the
     Committee.

     Award means the incentive compensation established for a Participant under
     this Plan.

     Award Account means an accounting accrual entry in the Company books in the
     Participant's name. A separate Award Account shall be established for each
     Award under this Plan. There is no requirement that amounts be set aside by
     the Company to fund the Award Account.

     Base Salary means the aggregate monthly base cash salary paid to a
     Participant during a Performance Period; provided, however, that for
     purposes of this Plan, a Participant's Base Salary shall include base
     salary deferred by the Participant under any tax qualified

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     or non-tax qualified deferred compensation plan maintained by the Company
     or salary reductions under a Company plan maintained under Code Section
     125; provided, further, that a Participant's Base Salary shall exclude base
     salary paid to the Participant in the Performance Period before the
     effective date of his or her Plan participation and after his or her
     participation terminates or a Change in Control.

     Beneficiary means the person or persons, including a trustee, designated by
     the Participant to receive amounts under this Plan in the event of a
     Participant's death. To be effective, a Beneficiary designation must be
     filed with the Company during the Participant's life on a form prescribed
     by the Company. If no person has been designated as the Participant's
     Beneficiary, or if no person designated as Beneficiary survives the
     Participant, the Participant's estate shall be his/her "Beneficiary". A
     Participant may elect a separate Beneficiary for each Award Account.

     Board or Board of Directors means the Board of Directors of the Company.

     Change in Control means:

          (i)   a merger or consolidation in which the Company is not the
                surviving entity;

          (ii)  a merger or consolidation of equal entities in which the Company
                is one of the entities;

          (iii) a change in a majority of the Company's Board of Directors over
                a twenty-four (24) month period, not taking into account
                directors nominated by a majority of the current directors;

          (iv)  a complete liquidation of the Company; or

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          (v)  sale or disposition of all or substantially all of the Company's
               assets of the Company;

     If the Company becomes a stock-based corporation and notwithstanding the
     prior sentence, the term "Change in Control" shall mean any of the
     following events:

          (i)   the acquisition by a Group (as such term is defined below) of
                Beneficial Ownership (as such term is defined below) of 20% or
                more of the Company common stock, but excluding for this purpose
                any acquisition by the Company (or a subsidiary) or an employee
                benefit plan of the Company;

          (ii)  the Incumbent Board (as such term is defined below) ceases to
                constitute at least a majority of the Board, provided that any
                director whose nomination was approved by a majority of the
                Incumbent Board shall be considered a member of the Incumbent
                Board;

          (iii) consummation of a reorganization, merger or consolidation, in
                each case, in which the owners of the Company common stock do
                not, following such reorganization, merger or consolidation,
                beneficially own, directly or indirectly, more than 50% of the
                stock of the corporation resulting from such reorganization,
                merger or consolidation; or

          (iv)  a complete liquidation or dissolution of the Company, or the
                sale or other disposition of all or substantially all of the
                assets of the Company;

     provided, however, that under no circumstances shall a conversion of the
     Company to a stock-based company be deemed to be by itself a Change of
     Control. The term "Beneficial Ownership" has the meaning in Rule 13d-3
     promulgated under the Securities Exchange Act of 1934, as amended. The term
     "Group" means any individual, entity or

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     group within the meaning of Sections 13(d)(3) or 14(d)(2) of the Securities
     Exchange Act of 1934, as amended. The term "Incumbent Board" means
     individuals who constitute the Board on the day immediately following the
     date on which the Company is converted to a stock based company.

     Code means the Internal Revenue Code of 1986 as now in effect or as amended
     from time to time.

     Committee means the Compensation Committee of the Board or any other
     committee to which the Board has delegated the responsibilities of the
     Committee under the Plan.

     Company means Anthem Insurance Companies, Inc. or any successor thereto.

     Declared Rate means, for a calendar year, an interest rate equal to the
     average of the monthly average rates of the 10-year United States Treasury
     Note for the 12 months ending on September 30 of the preceding calendar
     year plus 150 basis points. The Committee reserves the right, in its sole
     discretion, to change the method of determining or to increase or decrease
     the interest rate which is credited to Participants' Award Accounts, but
     the interest rate shall not be decreased for periods prior to such action.

     Disability means disability according to the terms of the Anthem Group
     Long-term Disability Plan as may be applicable from time to time to the
     particular Participant.

     ERISA means the Employee Retirement Income Security Act of 1974 as now in
     effect or as amended from time to time.

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     Net Income means the total earnings of the Company, reflecting revenues
     adjusted for costs of doing business, depreciation, interest, taxes and
     other expenses.

     New Hire means a new executive employee of the Company who is approved by
     the Committee to participate in the Plan.

     Operating Margin means the Company's operating income divided by the
     Company's operating revenue.

     Participant means an eligible Company or Subsidiary executive selected for
     participation in the Plan in accordance with the procedures set forth in
     Section III. The participation of a Participant in the Plan shall cease
     when all Plan Payments have been made to such Participant or, if earlier,
     the date on which the Committee terminates the participation of the
     Participant in the Plan in accordance with Section III or the date on which
     the Participant's employment is terminated before vesting under Section
     VIII.

     Peer Group means the group of comparable companies selected by the
     Committee at the inception of the Performance Period and listed on
     Exhibit A to this Plan; provided, however, that the Committee, in its
     sole and complete discretion, may effect changes in the Peer Group
     companies, by modifying Exhibit A, to reflect corporate transactions of, or
     other changes to, any of the Peer Group companies.

     Performance Period means January 1, 2001 - December 31, 2003.

     Plan means this Anthem 2001-2003 Long-Term Incentive Plan as set forth
     herein.

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     Plan Payments means the amount or amounts to be paid to a Participant as a
     consequence of the operation of the Plan.

     Subsidiary means any corporation designated as such by the Committee, which
     corporation is at least partially owned by the Company or by any Subsidiary
     (as so defined) of the Company.

     Target Incentive Award means the incentive award amount for the Performance
     Period expressed as a percentage of a Participant's Base Salary. To the
     extent (i) the Committee establishes Target Incentive Awards by job title
     or officer groups and a Participant's job title or officer group changes to
     a title or a group that provides for a lower or higher percentage of Base
     Salary as the Participant's Target Incentive Award or (ii) the Committee
     decides to change the Target Incentive Award of a Participant even without
     a change in job title or officer group, the Participant's Target Incentive
     Award for the remaining portion of the Performance Period shall be
     redetermined to reflect the different percentage of Base Salary applicable
     for such new job title or officer class or for such Participant.

     Termination for Cause means a determination by the Chief Executive Officer
     of the Company that the Executive (i) has been convicted of a felony, (ii)
     has engaged in an activity which, if proven in a criminal proceeding, could
     result in conviction of a felony involving dishonesty or fraud, or (iii)
     has willfully engaged in gross misconduct likely to be materially damaging
     or materially detrimental to the Company or a Subsidiary. Any determination
     regarding a Termination for Cause of the Chief Executive Officer of the
     Company shall be made by the Committee.

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     Vesting means the nonforfeitable right to payment of Plan benefits, other
     than in the event of Termination for Cause.

III. Eligibility and Participation

     Participation:

     Plan eligibility is limited to key executives of the Company or a
     Subsidiary having the opportunity to significantly affect the Company's
     achievement of its strategic objectives. Executives must be approved by the
     Committee in its complete and sole discretion. The Committee shall also
     approve the Target Incentive Award applicable for the Participant and the
     date on which the Participant commences participation in the Plan.

     Termination of Participation:

     At any time during a Performance Period and prior to the date on which an
     Award becomes vested in accordance with Section VIII, the Committee in its
     complete and sole discretion may discontinue the participation in the Plan
     of any participating executive. If the participation of a Participant is
     discontinued during a Performance Period and before the vesting of his or
     her Award under Section VIII, the Award shall be forfeited in its entirety.

IV.  Awards under the Plan

     The Committee may grant Awards in accordance with Section V to the
     Participants. For purposes of determining the amount of payout under this
     Plan, an Award Account shall be established by the Committee for each
     Participant receiving an Award.

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     Promotions and New Hires: Executives hired or promoted into positions
     eligible for Plan participation shall have an Award Account established in
     their name effective at the time that they commence participation based on
     the Target Incentive Awards established for the executives by the
     Committee.

V.   Awards

     In General:  This Section V shall provide for the rules regarding the
     granting of Awards under this Plan and the adjustments made in the Award
     Accounts at the end of the Performance Period.

     Target Award:  As soon as practicable after the beginning of the
     Performance Period or, if later, the date on which the Participant
     commences participation in the Plan, each Participant shall have an amount
     allocated to his Award Account equal to the amount determined by
     multiplying the Participant's Base Salary in effect at the beginning of the
     Performance Period or, if later, the effective date of his or her
     participation in this Plan by the product of:

          (a)  thirty-six (36) or, if lesser, the number of full or partial
               months remaining in the Performance Period at the date on which
               the Participant commences participation in the Plan, and

          (b)  the Participant's Target Incentive Award

     To the extent a Participant's Base Salary or Target Incentive Award changes
     during the Performance Period, the Committee shall make appropriate
     modifications in the Participant's Award Account consistent with such Base
     Salary and Target Incentive Award modifications occurring during the
     Performance Period.

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     Performance Base Adjustments: At the end of the Performance Period, the
     Committee shall cause the Participant Award Accounts to be adjusted to
     reflect the cumulative Net Income and Operating Margin of the Company
     during the Performance Period and to reflect the Net Income of the Peer
     Group. The adjustments shall be effected by the Committee in accordance
     with guidelines and schedules adopted and approved by the Committee and
     communicated to the Participants. The Committee may establish minimum
     thresholds that must be achieved with regard to any of the performance
     factors before any portion of the Award Account is payable to a
     Participant.

     Committee Approval:  Notwithstanding anything contained in this Plan to the
     contrary including Section 13, the Committee may in its complete and sole
     discretion decide to reduce or eliminate a Participant's Award Account for
     the Performance Period up and until the date on which the performance base
     adjustments described above are completed by the Committee.

VI.  Interest on Award Accounts

     Beginning on the date on which an Award Account would have been paid but
     for a deferral under Section VII, a Participant's Award Account, as
     adjusted (if applicable) in accordance with Section V, shall be credited
     with interest to Award Accounts of active Participants during each calendar
     year at the Declared Rate in effect for such calendar year. Interest shall
     be compounded annually and shall continue to be accrued through the date
     established from time to time by the Company which date precedes the date
     of distribution of the deferred Award Account and provides the Company
     adequate time to effect the distribution and which date shall under no
     circumstances be more than ninety (90) calendar days before the applicable
     distribution date.

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VII. Payment of Awards

     Payment Deferral Options:  Except as otherwise provided in Section VIII,
     Participants who are active employees of the Company as of December 31,
     2003 shall be entitled to receive payment of their vested Award Accounts
     according to their choice among the following options:

          (i)    A lump sum equal to vested Award Account value paid as soon as
                 practicable after the completion of the Performance Period.

          (ii)   Five equal annual installments with the first installment
                 beginning as soon as practicable after completion of the
                 Performance Period.

          (iii)  Lump sum paid at Approved Retirement.

          (iv)   Five equal annual installments, with the first installment
                 beginning on the first day of the Participant's Approved
                 Retirement.

          (v)    Payments in two calendar years (not necessarily consecutive and
                 not preceding the end of the Performance Period) elected by a
                 Participant of a specified percentage (not necessarily equal
                 percentages, but in the aggregate 100%) of his/her Award
                 Account.

     Notwithstanding anything contained in subsection (iii) or (iv) to the
     contrary, payment of the lump sum or commencement of installment payments
     to a Participant whose Approved Retirement occurred during a Performance
     Period shall not be made, or commence until after completion of the
     Performance Period. Also notwithstanding anything contained in this Section
     to the contrary, any election to defer payment of the Award Account balance
     under subsection (iii), (iv) or (v) shall be equal to 90% of the Award
     Account balance with the other 10% being paid as soon as practicable after
     the end of the Performance Period or such earlier date applicable under
     Section VIII. Each Participant shall make an irrevocable election as to the
     desired form of payment of his or her entire Award Account as soon as
     practicable after the date of the Award in

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     accordance with procedures established by the Committee. If no deferral
     election is on file and except as otherwise provided in this Section,
     awards will be paid in a lump sum as soon as practicable after completion
     of the Performance Period. If a Participant dies or incurs a Disability
     before commencement of payment of the Participant's Award Account, payment
     shall be made in a single lump sum as soon as practicable after the
     Participant's death or Disability in accordance with Section VIII.

     Payment in Stock:  Upon an initial public offering of stock of the Company
     or one or more of its affiliates and notwithstanding anything contained in
     this Plan to the contrary, the Committee may in its complete and sole
     discretion elect to pay a Participant's Award Account value in shares of
     stock of the Company or the applicable affiliate. If the Committee decides
     to pay the Award Account value in stock, the Committee shall adopt
     procedures as to the manner in which the stock will be valued for purposes
     of determining the numbers of shares to be paid to the Participant in full
     satisfaction of the amount due relating to the Award Account.

     Taxes:  The Company will deduct from all Plan Payments made any and all
     taxes determined by the Company as required by law to be withheld from
     these payments. FICA taxes will be due upon Vesting. At such time,
     Participant's Award Account will be reduced for taxes due.

     Notwithstanding anything contained in this Plan to the contrary, the
     Committee, in its complete and sole discretion, may (but is not required
     to) extend the deferral of all or a portion of a Participant's Award
     Account which was deferred by the Participant under this Section but only
     to the extent necessary to preserve the federal income tax deductibility of
     the payment under Section 162(m) of the Code; provided, however, that to
     the extent the Committee further defers payment of a Participant's Award
     Account, the

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       amount of any deferred payment shall continue to accrue interest at the
       Declared Rate. Payments may not be deferred under this paragraph beyond
       the first calendar year or years in which the payment would be deductible
       by the Company for federal income tax purposes.

VIII.  Vesting and Dollar Conversion

       General Rules:  Except as set forth below, a Participant shall be
       entitled to the amounts credited to his or her Award Account during the
       Performance Period if the Participant is still employed by the Company or
       a Subsidiary on December 31, 2003; provided, however, that if the
       Participant is not employed on December 31, 2003 by reason of his
       Approved Retirement, the Participant shall still be entitled to his or
       her Award Account after the performance adjustments required by Section V
       are effected for the Performance Period; provided, further, that if
       (before the end of the Performance Period) the Participant dies or incurs
       a disability, the Participant or, if deceased, the Participant's
       Beneficiary shall become vested in the Award Account, and the Award
       Account shall be determined based on the Target Incentive Award, based on
       the Participant's Base Salary for the period ending on the date of death
       or disability and without giving effect to the performance adjustments
       otherwise required by Section V.

       Exceptions:  Exceptions to the General Rules shall be made in the cases
       of Termination for Cause and Change in Control as described below. The
       Committee or the Chief Executive Officer of the Company may also, in its
       or his sole discretion, permit other exceptions to this rule.

       Termination Without Cause:  If a Participant's employment is terminated
       but it is not a Termination for Cause and notwithstanding any Participant
       distribution election to the

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     contrary, the Participant shall be entitled to a lump sum payment of
     his/her Award Accounts that have met the requirements for Vesting. The lump
     sum payment shall be made as soon as practicable after the Participant's
     termination of employment or, if earlier, the date on which distributions
     are required to commence pursuant to the Participant's distribution
     election; provided, however, that if installment payments have commenced at
     the date on which the Participant's employment is terminated, installment
     payments shall continue in accordance with the Participant's distribution
     election.

     Termination for Cause:  All Award Accounts of a Participant (whether or not
     he or she has met the Vesting requirements) shall be forfeited if the
     Participant incurs a Termination for Cause.

     Change in Control:  Upon a Change in Control, the Committee shall, in its
     complete and sole discretion, determine whether there shall be any payment
     of the Award Accounts. Payment, if any, shall be made as soon as
     practicable following the Change in Control in a single lump sum.

     Interest Accrued:  Upon the Vesting of an Award Account, it shall be
     converted into a dollar equivalent as of January 1, 2004. Interest shall be
     credited in accordance with Section VI.

     Payment Commencement Date:  Payments (which are not deferred under Section
     VII) commencing after completion of the Performance Period shall be made as
     soon as practicable after completion of the performance adjustments
     required by Section V.

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IX.  Administration

     The Committee is authorized and empowered to administer the Plan;
     interpret, and make binding determinations under, the Plan; prescribe,
     amend and rescind the rules relating to the Plan; and determine rights and
     obligations of the Participants under the Plan. The Committee may delegate
     some or all of these responsibilities, and all other matters as it solely
     determines. All decisions of the Committee shall be final and binding upon
     the Company and the Participants.

     The Committee shall make all determinations as to the right of any person
     to a benefit. Any denial by the Committee of a claim for benefits under
     this Plan by a Participant or by any deceased Participant's Beneficiary
     shall be stated in writing by the Committee, or its designate, and
     delivered or mailed within ninety (90) calendar days to the Participant or
     to such deceased Participant's Beneficiary.

X.   Additional Provisions

     Acquisition Adjustment.  If during the Performance Period the total assets
     of the Company cumulatively increase or decrease by at least 5% as a result
     of corporate acquisitions or dispositions, the Committee shall effect
     changes in the applicable measure or, in lieu thereof, disregard the
     results of any acquired entity or business in determining the Company's Net
     Income or Operating Margin.

     No Effect on Employee Benefits.  No award under the Plan shall be taken
     into account for determining a Participant's compensation for purposes of
     any group life insurance or other employee benefit plan, including, but not
     limited to, the Anthem Cash Balance Pension Plan, the Anthem 401(k) Long-
     Term Savings Investment Plan, the Anthem

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     Flexible Benefit Plan, the Anthem Long-Term Disability Plan, the Anthem
     Deferred Compensation Plan and the Anthem Supplemental Executive Retirement
     Plan.

     No Contract or Guarantee of Continued Employment.  Nothing contained in
     this Plan nor any action taken under the Plan shall be construed as a
     contract of employment or as giving any Participant any right to be
     retained in employment with the Company or any Subsidiary.

     No Guarantee of Plan Payments.  Eligibility to participate in this Plan
     does not guarantee the payment of Plan Payments. Participants who have
     accrued rights to Plan Payments shall be unsecured and general creditors of
     the Company and shall not have any superseding interest in the income or
     assets of the Company except as provided by law. The Company has no
     obligation to fund the Award Accounts.

     Assignment and Transfers.  With the exception of transfer by will or by the
     laws of descent and distribution, rights under the Plan and Award Accounts
     may not be transferred or assigned. No such rights or values may be subject
     to any encumbrance, pledge, or charge of any kind, except that a
     Participant may designate a Beneficiary in accordance with procedures
     established by the Committee.

     Waiver or Breach.  The Company's waiver of any Plan provision shall not
     operate or be construed as a waiver of any subsequent breach by the
     Participant or an agreement to grant a waiver with respect to a subsequent
     breach.

     Indemnification.  No member of the Committee shall be personally liable by
     reason of any contract or other instrument executed by such member or on
     such member's behalf in his or her capacity as a member of the Committee
     for any mistake of judgment made in

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     good faith, and the Company shall indemnify and hold harmless each
     employee, officer or director of the Company or any Subsidiary to whom any
     duty or power relating to the administration or interpretation of the Plan
     may be allocated or delegated, against any cost or expense (including
     counsel fees) or liability (including any sum paid in settlement of a
     claim) arising out of any act or omission to act in connection with the
     Plan unless arising out of such person's own fraud or bad faith.

     Notices.  Any notice or filing required or permitted to be given to the
     Committee or Company under the Plan shall be sufficient if it is in writing
     and hand delivered, or sent by registered or certified mail, to the Company
     at the principal office of the Company. Such notice shall be deemed given
     as of the date of delivery or, if delivery is made by mail, as of the date
     shown on the postmark on the receipt for registration or certification.
     Notices to the Participant shall be delivered personally or mailed to the
     Participant at his or her address appearing in the records of the Company.
     The address of any party may be changed at any time by written notice to
     the other party given in accordance with this provision.

     Disclaimer.  The Company makes no representations as to the value or future
     value of any Awards granted pursuant to the Plan, or as to any intention or
     design of the Company with respect to any Subsidiary.

XI.  Governing Law

     The Plan shall be construed, administered and governed in all respects
     under and by the applicable internal laws of the State of Indiana, without
     giving effect to the principles of conflict of law thereof.

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XII.  Relationship

      Notwithstanding any other provision of this Plan, this Plan and action
      taken pursuant to it shall not be deemed or construed to establish a trust
      or fiduciary relationship of any kind between or among the Company, any
      Subsidiary, Participants, or any other persons. The Plan is intended to be
      unfunded for purposes of the Code and ERISA. The right of Participants to
      amounts credited to their Award Accounts is strictly a contractual right
      of payment, and this Plan does not grant nor shall it be deemed to grant
      Participants or any other persons any interest in or right to any of the
      funds, property, or assets of the Company or any Subsidiary, other than as
      an unsecured general creditor of the Company or any Subsidiary.

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XIII.  Plan Amendment and Termination

       Except as otherwise provided in this Section, the Committee may, in its
       sole discretion, amend, suspend or terminate the Plan at any time;
       provided, however, that no change to the Plan be made after completion of
       the Performance Period that would adversely affect the amount credited to
       a Participant's Award Account after completion of the adjustments
       required by Section V; provided, further, that except as otherwise
       provided in this Section, no change to the Plan may be made before
       completion of the Performance Period that would reduce the amount that
       would be payable to the Participant to an amount less than the amount
       that would have been payable to the Participant under Section IX had the
       Participant died or become disabled on the day immediately prior to the
       change and become entitled to a pro-rata portion of the Participant's
       Award Account. In addition, the Committee may, in its sole discretion,
       modify the performance measures for the Plan to reflect significant
       corporate transactions, including (but not limited to, acquisitions and
       divestitures and changes in market conditions, legislative changes and
       other significant issues deemed appropriate by the Committee.

       IN WITNESS WHEREOF, the Company has executed this Plan to be effective
       January 1, 2001.

                                       By: /s/ David R. Frick
                                           ------------------------------------

                                       Title: Chief Administrative Officer
                                              ---------------------------------

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                                                                       EXHIBIT A

     ANTHEM 2001-2003 LONG-TERM INCENTIVE PLAN


                         LIST OF PEER GROUP COMPANIES


1.   Humana

2.   Wellpoint Health Networks

3.   HealthNet

4.   Cigna

5.   Aetna

6.   Trigon

7.   United Healthcare

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