Exhibit
10.1


 


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:


 


Effective
February 28, 2004, the Plan is amended by the addition of Appendix XVI,
which reads as follows:


 


“Appendix XVI


2004 Profit Sharing and Bonus
Contributions


 


1.01         Profit Sharing
Contribution


 


(a)           Eligibility.              A discretionary
Profit Sharing Contribution shall be made on behalf of each Eligible Employee
(as defined in Section 2.12 of the Plan) who is in the employ of a
Participating Company (as defined in this Section 1.01(a) of this Appendix
XVI) on both December 31, 2003 and February 28, 2004.  Notwithstanding the preceding sentence, for
purposes of this Section 1.01(a) of this Appendix XVI, the term “Eligible
Employee” shall not include (i) a participant for the entire 2003 calendar year
in either the Company’s Management Bonus Plan or Executive Officer Annual
Incentive Plan (or successor plans); (ii) a participant in a profit sharing
plan, program, or arrangement under which cash payments are made to eligible
employees (as defined by such profit sharing plan, program, or arrangement) by
Crossroads Acquisition Corp., d.b.a., Cobalt Corporation (or an affiliated
entity prior to the acquisition by the Company effective as of
September 24, 2003), including, but not limited to, the United Government
Services, LLC 2003 Profit Sharing Plan, the United Government Services, LLC
2003 Medicare and Medicaid Management Incentive Plan, the Claim Management
Services, Inc. Senior Executive or Vice President Incentive Compensation Plan,
Cobalt Corporation/Unity Health Plans Insurance Corporation 2003 Profit Sharing
Plan, and TrustSolutions, LLC 2003 Profit Sharing Plan; (iii) an Eligible
Employee who, as of February 28, 2004, is on a leave of absence in excess
of six (6) months; and (vi) an Employee whose terms of employment are governed
by a collective bargaining agreement except to the extent such agreement
expressly provides for an allocation of any Profit Sharing Contribution (as
such terms are defined by the Plan). 
For purposes of this Section 1.01(a) of this Appendix XVI, the term
“Participating Company” shall mean the following:


 


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, LLC


 


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 Healthland Life
Insurance Company


 


United Wisconsin
Insurance Company


 


United Wisconsin
Proservices, Inc.


 


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Unity Health Plans
Insurance Corporation


 


Valley Health Plan, Inc.


 


WellPoint Development
Company, Inc.


 


WellPoint Health Networks
Inc.


 


(b)           Amount.                The Company shall
contribute to the Plan, on behalf of Eligible Employees (as defined in
Section 1.01(a) of this Appendix XVI), five percent (5%) of Compensation
(as defined in this Section 1.01(c) of this Appendix XVI) for the Plan
Year beginning January 1, 2003 and ending December 31, 2003.


 


(c)           Compensation.


 


(1)           For purposes of this
Section 1.01 of this Appendix XVI, Compensation means all regular base
earnings paid by a Participating Company, subject to Section 1.01(c)(3) of
this Appendix XVI.


 


(2)           Compensation also
includes, but is not limited to, the following items, subject to
Section 1.01(c)(3) of this Appendix XVI:


 


(A)          vacation pay;


 


(B)           salary continuance
(other than severance);


 


(C)           Paid Time Off paid by a
Participating Company;


 


(D)          salary deferrals under
the WellPoint Health Networks Inc. Comprehensive Executive Non-Qualified
Retirement Plan;


 


(E)           sales commissions;


 


(F)           overtime;


 


(G)           elective contributions
that are not includible in income under Code Sections 125, 402(e)(3), 402(h),
or 403(b); and


 


(H)          all bonuses (other than
starting bonuses and bonuses paid with respect to the 2002 calendar year during
the 2003 plan year under the Company’s Management Bonus Plan) and incentive
payments (other than Instabucks).


 


(3)           Base earnings does not
include:


 


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(A)          the portion of the
Participant’s regular base earnings taken into account in the calculation of a
bonus payment with respect to the 2003 calendar year under the Company’s
Management Bonus Plan;


 


(B)           severance pay;


 


(C)           imputed income;


 


(D)          moving expenses;


 


(E)           awards (including, but
not limited, Honor, Impact, Recognition, car pool, and general awards); or


 


(F)           payments made under any
group insurance plan.


 


(4)           Compensation shall not
include pay in lieu of Paid Time Off that is unused at a Participant’s
termination of employment.


 


(5)           For purposes of this
Section 1.01(c) of this Appendix XVI, (i) Compensation of Eligible
Employees of Golden West Health Plan, Inc. shall include Compensation received,
if any, from such entity during the period from January 1, 2003 through
June 29, 2003, as well as the period from June 30, 2003 through
December 31, 2003; (ii) Compensation of Eligible Employees of Crossroads Acquisition
Corp., d.b.a., Cobalt Corporation (or an affiliated entity prior to the
acquisition by the Company effective as of September 24, 2003) shall
include Compensation received, if any, from such entities during the period
from January 1, 2003 through September 23, 2003, as well as the
period from September 24, 2003 through December 31, 2003; and (iii)
Compensation of Eligible Employees of Health Core, Inc. shall include
Compensation received, if any, from such entity during the period from
January 1, 2003 through November 9, 2003, as well as the period from
November 10, 2003 through December 31, 2003.


 


(d)           Vesting. The Profit Sharing Contribution
shall be fully vested in accordance with Section 8.01 of the Plan.


 


(e)           Timing of
Contribution.      The Profit
Sharing Contribution will be allocated to the Profit Sharing Accounts of
Eligible Employees (as defined in Section 1.01(a) of this Appendix XVI) as
soon as administratively possible following February 28, 2004.


 


1.02         Bonus Contribution


 


(a)           Eligibility.              A Bonus Contribution
shall be made on behalf of each Eligible Employee (as defined in
Section 2.12 of the Plan) who is in the employ of a Participating Company
(as defined in this Section 1.02(a) of this Appendix XVI) on both


 


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December 31, 2003
and February 28, 2004. 
Notwithstanding the preceding sentence, for purposes of this
Section 1.02(a) of this Appendix XVI, the term “Eligible Employee” shall
not include (i) an Eligible Employee who, as of February 28, 2004, is on a
leave of absence in excess of six (6) months; or (ii) an Employee whose terms
of employment are governed by a collective bargaining agreement that is in
effect as of February 28, 2004, except to the extent such agreement
expressly provides for an allocation of any Bonus Contribution (as such terms
are defined by the Plan).  For purposes
of this Section 1.02 of this Appendix XVI, the term “Participating
Company” shall mean the following:


 


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, LLC


 


Precision Rx, Inc.


 


Professional Claim
Services, Inc.


 


RightCHOICE Managed Care,
Inc.


 


5

















 


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.


 


WellPoint Health Networks
Inc.


 


(b)           Amount.                The Company shall
contribute to the Plan, on behalf of Eligible Employees (as defined in
Section 1.02(a) of this Appendix XVI) twenty (20) shares of the WellPoint
Common Stock (as defined in Section 2.30 of the Plan).


 


(c)           Vesting. The Bonus Contribution shall be
fully vested in accordance with Section 8.01 of the Plan.


 


(d)           Timing of
Contribution.      The Bonus
Contribution shall be allocated to the Bonus Contribution Accounts of Eligible
Employees (as defined in Section 1.02(a) of this Appendix XVI) as soon as
administratively possible following February 28, 2004.”


 


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intentionally]


 


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IN WITNESS WHEREOF,
WellPoint Health Networks Inc. has caused this Amendment to be executed
effective as of February 28, 2004.


 


 


WELLPOINT HEALTH NETWORKS INC.


 


 


	
  By:

  	
  /s/
  J. Thomas Van Berkem

  	
   

  



 


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