Exhibit
10.01


 


AMENDMENT

TO THE


WELLPOINT
401(k) RETIREMENT SAVINGS PLAN


 


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


 


1.                                       Effective
January 1, 2004, the introductory clause of Section 2.09 is revised to read as
follows:


 


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


 


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


 


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


 


3.                                       Effective
January 1, 2004, Section 2.09(a)(8) is amended in its entirety to read as
follows:


 


(8)                                  all
bonuses (other than (i) starting bonuses; and (ii) retention or stay bonuses
paid by a Participating Company after the Participant’s termination of
employment) and incentive payments (other than Instabucks); and


 


4.                                       Section
2.09(c) is revised in its entirety to read as follows:


 


(c)                                  A
reference to Compensation excludes the following items:


 


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


 


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


 


5.                                       Section
January 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 in
another tax-qualified retirement plan as of the date such plan is merged with the
Plan, (iii) an Employee of an Affiliated Company that is not a Participating
Company who receives an allocation of a Bonus Contribution as


 
















 


described in Section
5.10, and (iv) an Eligible Employee who receives an allocation of a Profit
Sharing Contribution under an Appendix to the Plan.


 


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


 


Notwithstanding any
provision to the contrary, if an Employee is not an Eligible Employee on the
date that he or she has satisfied the applicable participation requirements set
forth in Section 4.01, such Employee cannot make a Salary Deferral Contribution
election to become a Participant until the first day of the calendar month
coincident with or next following the calendar month in which the Employee
performs a Hour of Service as an Eligible Employee.  If an Employee who became a Participant
ceases to be an Eligible Employee and later becomes an Eligible Employee, such
Employee may make a Salary Deferral Contribution election to resume Participant
status on the first day of the calendar month coincident with or next following
the calendar month in which the Employee performs a Hour of Service as an
Eligible Employee.


 


7.                                       Effective
January 1, 2004, the introductory paragraph of Section 5.01 is revised in its
entirety to read as follows:


 


An Eligible Employee who
has elected to become a Participant under Article IV may elect to have a
Participating Company reduce the amount of his or her Compensation received for
each payroll period on or after the effective date of such election by an
amount equal to from 1% to 50% and to have that amount contributed to the Plan
as a Salary Deferral Contribution on his or her behalf.  No Salary Deferral Contribution can be made
from amounts paid by a Participating Company to a Participant after the
Participant’s termination of employment, in accordance with Section
2.9(c).  In no event will a Participant’s
total Salary Deferral Contribution for a Plan Year exceed the indexed limit
determined under Code Section 402(g).  A
Participant may initiate or change the percentage of Salary Deferral
Contribution (in 1% increments) by submitting a notice to the Committee that
satisfies such requirements as the Committee shall determine.  In no event will a Participant’s Salary
Deferral Contribution for a Plan Year exceed an amount equal to the
Participant’s Deferral Rate times the 401(a)(7) Limit in effect for the Plan
Year.  The Committee will implement the
Participant’s Salary Deferral Contribution election as soon as administratively
practicable.


 


7.                                       Effective
July 1, 2004, Section 11.01 is amended by the addition of the following
sentence at the end thereof:


 


Notwithstanding any
provision to the contrary, the merger of the Company, Anthem, Inc., and Anthem
Holding Corp. , in accordance with the Agreement and Plan of Merger dated as of
October 26, 2003 among Anthem, Inc., Anthem Holding Corp. and WellPoint Health
Networks Inc. (“Merger Agreement”) will not, in and of itself, constitute a
severance from employment from the Company 


 


2
















 


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


 


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


 


WELLPOINT HEALTH NETWORKS
INC.


 


 


	
  By:

  	
   

  	
  /s/
  J. Thomas Van Berkem

  	
   

  



 


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