Exhibit
10.2


 


AMENDMENT


TO THE


WELLPOINT 401(k) RETIREMENT SAVINGS
PLAN


 


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


 


1.             Consistent with prior
amendments adding Golden West Health Plan, Inc. and Health Core, Inc. as
Participating Companies, effective as of June 30, 2003 and January 1,
2004, respectively, Appendix VII is amended, effective January 1, 2004, in
its entirety to read as follows:


 


“The following
entities are Participating Companies in this Plan as of January 1, 2004:


 


Blue Cross of California


 


Blue Cross and Blue
Shield of Georgia, Inc.


 


Blue Cross Blue Shield of
Wisconsin


 


Claim Management
Services, Inc.


 


Compcare Health Services
Insurance Corporation


 


Comprehensive Integrated
Marketing Services


 


Cost Care, Inc.


 


Crossroads Acquisition
Corp., d.b.a. Cobalt Corporation


 


Golden West Health Plan,
Inc.


 


Greater Georgia Life
Insurance Company


 


Health Core, Inc.


 


HealthLink, Inc.


 


HMO-W, Inc.


 


Hometown Insurance
Services, Inc.


 


Meridian Marketing
Services, Inc.


 

















 


Meridian Resource
Company, Inc.


 


Precision Rx, Inc.


 


Professional Claim
Services, Inc.


 


RightCHOICE Managed Care,
Inc.


 


TrustSolutions, LLC


 


UNICARE Life & Health
Insurance Company


 


UNICARE Health Plans of
the Midwest


 


United Government
Services, LLC


 


United Heartland Life
Insurance Company


 


United Wisconsin
Insurance Company


 


United Wisconsin
Proservices, Inc.


 


Unity Health Plans
Insurance Corporation


 


Valley Health Plan, Inc.


 


WellPoint Development
Company, Inc.”


 


2.             Effective
April 23, 2004 or as soon as administratively possible thereafter, the
Plan is amended by the addition of Appendix XVII, which reads as follows:


 


“Appendix XVII


Merger of Health Core Inc. 401(k)
Profit Sharing Plan


 


The Health Core
Inc. 401(k) Profit Sharing Plan (“Health Core Plan”) is merged into the Plan
effective as of April 23, 2004 or as soon as administratively possible
thereafter.  Assets and liabilities of
the Health Core Plan, together with the assets and liabilities of this Plan,
constitute a single plan within the meaning of Code Section 414(l) as of
April 23, 2004 (“Plan Merger Date”) or as soon as administratively
possible thereafter.  Unless otherwise
expressly provided herein, the rights and benefits of a participant in the
Health Core Plan who terminated employment with Health Core, Inc. on or prior
to the Plan Merger Date are determined in accordance with the provisions of the
Health Core Plan as in effect prior to the Plan Merger Date.  References in the Plan to “Participant” as
defined in Article II include each individual with an interest in the
Health Core Plan without regard to his or her status as an Employee or former
Employee (each a


 


2

















 


“Health Core Participant”
for purposes of this Appendix XVII). 
This Appendix XVII is designed to preserve under the Plan any benefits
that were accrued under the Health Core Plan prior to the Plan Merger Date 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 Health Core, Inc. described in
this Appendix subject to the restrictions applicable to protected benefits
described in 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.


 


1.01         Eligibility.  An Employee who was a Participant pursuant
to the terms of the Health Core Plan in effect on December 31, 2003 and
who was actively employed by a Participating Company on January 1, 2004
shall be a Participant in this Plan as of January 1, 2004.


 


1.02         Transfer of Account
Balances.  The account balances of
the Health Core Participants in the Health Core Plan as of the Plan Merger Date
will be transferred to the Plan through a direct transfer from the trust fund
of the Health Core Plan to the Trust Fund for the Plan on the Plan Merger Date
and will be held on behalf of the Health Core Participants.  The account balance maintained for each
Health Core Participant in the Health Core Plan immediately prior to the Plan
Merger Date shall be credited to the Account maintained for such individual
under the Plan immediately after the Plan Merger Date.


 


1.03         Vesting of Matching
Contributions. The “Employer Matching Contribution Account” of a Health
Core Participant who is an Employee of Health Core on December 31, 2003
will be fully vested as of December 31, 2003 to the extent not previously
vested.


 


1.04         Service Crediting.  Service recognized under the Health Core
Plan will not be taken into account for purposes of determining whether a
Health Core Participant is eligible for the Grandfathered Match that was
implemented in 1997.


 


1.05         Health Core
Distribution Options.


 


(a)           General Plan
Provisions.  A Participant may elect
to receive his or her account balance transferred to the Plan under
Section 1.02 in the form of (i) a lump sum payment; (ii) installment
payments over a period not to exceed the life expectancy of the Participant, or
the joint and last survivor life expectancy of the Participant and his or her
designated Beneficiary; or (iii) an annuity contract.  A Participant cannot elect payment of his or her account balance
transferred to the Plan under Section 1.02 in the form of a life annuity
because the Retirement Equity Act safe harbor rules of Section Five, Part
C of the Adoption Agreement for the Plan apply to such account balance.


 


(b)           Distribution on
Disability.  If a Health Core
Participant becomes disabled (as defined under the Health Core Plan as in
effect on April 23,


 


3

















 


2004) while an Employee,
he or she may withdraw the portion of his or her Account attributable to
benefits accrued under the Health Core Plan prior to the Plan Merger Date.


 


1.06         Restoration of
Forfeitures.


 


(a)           Forfeiture of
Nonvested Account.  Under the terms
of the Health Core Plan immediately prior to the Plan Merger Date, the
nonvested portion of a Health Core Participant’s account balance (if any) was
forfeited at the earlier of (i) the date the Participant received a
distribution of his or her entire Account balance following his or her
termination of employment; and (ii) the date the Participant completed five (5)
consecutive Breaks in Vesting Service.


 


(b)           Return to Service.  If an individual described in clause (i) of
section (a) above becomes an Employee after the Plan Merger Date but
before incurring five (5) consecutive Breaks in Vesting Service (as determined
under the Health Core Plan), the amount forfeited will be restored (without
earnings) to the individual’s Account under the Plan if the individual pays to
the Plan the full amount of such distribution within five (5) years before the
earlier of (A) five (5) years after the first date on which the Participant
becomes an Employee after the Plan Merger Date, or (B) the date the Participant
incurs five (5) consecutive Breaks in Vesting Service following the date of the
distribution.  If an individual
described in clause (ii) of section (a) above becomes an Employee after
the Plan Merger Date but before incurring five (5) consecutive Breaks in
Vesting Service (as determined under the Health Core Plan), the amount
forfeited will be restored to the individual’s Account under the Plan.


 


(c)           Funds.    Funds for restoring
forfeitures under this Section 1.06 will be drawn from a special
contribution to be made to the Plan by the appropriate Participating Company,
as determined by the Committee.  The
special contribution will not be subject to the limitation under Code
Section 415.”


 


[remainder of page left blank
intentionally]


 


4

















 


IN WITNESS WHEREOF,
WellPoint Health Networks Inc. has caused this Amendment to be executed
effective as of April 23, 2004.


 


WELLPOINT HEALTH NETWORKS INC.


 


	
  By:

  	
  /s/
  J. Thomas Van Berkem

  	
   

  



 


5